Agenda packet — Ontario City Council, October 21, 2025 (part 5 of 6)

d. The electrical, plumbing, mechanical, fire, and life safety systems of the structure shall be placed in a condition of good repair and maintenance.

e. The buildings and facilities shall be upgraded to meet the requirements of Ontario Municipal Code Title 5, Chapter 29 (Noise). The Approving Authority may require additional insulation or other upgrades to reduce noise to an acceptable level.

f. The developer shall dedicate land or easements for street widening, public access, or other public purposes in connection with the project, where determined necessary by the Approving Authority and in conformance with this Development Code.

g. All on -site and adjacent overhead utility service lines and poles shall be converted to an underground system consistent with the requirements of this Development Code.

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(Rev. 12.01.2020) Page 6.08-28 Ontario Development Code h. All main buildings, structures, fences, patio enclosures, carports, irrigation systems, landscaped areas, accessory buildings, sidewalks, driveways and additional elements as required by the Approving Authority shall be refurbished and restored as necessary, to achieve a high quality appearance and safety.

i. If Development Impact Fees have not previously been paid for the affected residential units, the required fees shall be paid prior to the recordation of the final map, or as otherwise required by City ordinance.

j. The developer shall provide each purchaser with a copy of the below-listed items, prior to executing any purchase agreement or other contract to purchase a unit within the project and shall give the purchaser sufficient time to review the information. Copies of the information shall also be made available at all times at the sales office and a notice indicating that the reports and documentation are available shall be posted on the project site, at locations approved by the Planning Director. In addition, copies of the required reports and documentation shall be provided to the Homeowners Association upon its formation.

(1) Reports and documentation required by Paragraph C.2 (Physical Elements Report) of this Section, in their final form as accepted by the City; and

(2) A copy of the covenants, conditions, and restrictions, and a project maintenance plan.

k. Other conditions may be applied as deemed necessary by the Approving Authority to further the intent of this Section.

2. Securities and Penalties. All improvements and alterations required pursuant to this Section and all other applicable requirements of this Development Code, the Ontario Municipal Code, and the conditions of project approval, shall be made prior to the approval of the final map or parcel map, or upon approval of the Planning Director, City Engineer, and Building Official, and a deposit paid to the City pursuant to Division 2.06 (Performance Guarantees), to assure the completion of all required work prior to the closing of escrow on any unit within the project. The deposit shall be accompanied by an agreement by the developer, and owner of the project if different from the developer, in a form to be approved by the city attorney, guaranteeing completion of the work.

G. Findings. The Approving Authority, prior to approving a tentative tract or parcel map, or a Conditional Use Permit, for the conversion of rental housing units to a common interest project, including a community apartment, residential condominium, residential planne d development, or residential stock cooperative, shall find and clearly establish the following findings:

1. Not Detrimental. All provisions of this Section have been met and the project will not be detrimental to the health, safety, or welfare of the community;

2. Consistency with The Ontario Plan . The proposed conversion is consistent with the Vision, City Council Priorities, and Policy Plan (General Plan) components of The Ontario Plan;

3. Conformity with Title . The proposed conversion conforms to all applicable requirements of this Development Code; and

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Ontario Development Code Page 6.08-29 (Rev. 12.01.2020)

4. Housing Diversity. The proposed conversion of rental housing units to a community apartment, condominium, planned development, or stock cooperative, will not have an adverse effect on the diversity of housing types available in the City.

6.08.055: Conversion to a Nonresidential Common Interest Project

This Section shall apply to the conversion of any existing nonresidential real property to a common interest project, such as condominiums or any other similar form of common ownership, except conversion projects for which a final or parcel map has been approved prior to the effective date of this Development Code. All provisions, conditions, and further definitions of condominium development, as included in the California Civil Code, shall apply to the divisions of real property as permitted herein.

A. Purpose. The purpose of this Section is to provide a legal process for the conversion of existing nonresidential buildings to a common interest ownership, such as a condominium, so as to protect both the community and the purchasers of units within a common interest project. This Section provides regulations to ensure adequate and safe building design and maintenance for all industrial and commercial common interest conversions, in order to achieve this goal.

B. Applicability. Any conversion to a nonresidential common interest project shall be subject to all applicable provisions of the Subdivision Map Act (commencing with GC Section 66410), the requirements of this Section, and all other applicable requirements of this Development Code and the Ontario Municipal Code.

C. Application Requirements. A request for the approval of a parcel map for a nonresidential common interest project conversion, shall be accompanied by the following items:

1. Subdivision Application. A subdivision application as required by Section 4.02.100 (Subdivisions—Tentative Tract and Parcel Maps, and Vesting Maps) of this Development Code.

2. Physical Elements Report . A physical elements report shall be submitted for each structure and/or facility, as described in Paragraph C.2 (Physical Elements Report) of Section

6.08.045 (Conversion to a Residential Common Interest Project) of this Division.

3. Notice to Tenants. Proof of all written notices required by the Subdivision Map Act for conversion projects, as listed in Subsection E (Notice to Tenants) of Section 6.08.045 (Conversion to a Residential Common Interest Project) of this Division.

4. Plans and Information . Provide plans, maps, reports, special studies, exhibits, and any other information deemed necessary by the City to process the conversion, as identified on the applicable City application forms.

5. Proposed Declaration. Provide a copy of the declaration required by CC Section 1353. The declaration shall include an agreement for the creation of an association responsible for common area maintenance, a clear designation of parking and signage rights, and a method for resolving differences.

6. Development Plan Application Required. The developer shall submit a Development Plan application for approval of the conversion pursuant to Section 4.02.030 (Development Plans) of this Development Code.

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(Rev. 12.01.2020) Page 6.08-30 Ontario Development Code D. Procedures.

1. Acceptance of Reports. The final form of the reports and other documents required under Subsection C (Application Requirements) of this Section shall be as approved by the City.

The reports, in their accepted form, shall remain on file with the City for review by the public. The subdivider shall provide each purchaser with a copy of the reports in their final, accepted form.

2. Inspection. In conjunction with the filing of a nonresidential common interest project conversion request, the subdivider shall request that an inspection of the premises be made by the Building Official and the City Engineer. The inspection shall include structures, common areas, site improvements, public improvements, and all other related facilities. A deficiency list shall be compiled during the inspection, which lists all necessary corrections required to conform to the requirements of this Section and all other applicable codes and ordinances.

3. Corrective Work . Upon completion of the inspection required pursuant to Paragraph D.2 (Inspection), above, a copy of the deficiency list shall be transmitted to the subdivider. All deficiencies shall be corrected to the satisfaction of the City prior to filing a final map or parcel map. When plans for corrective work are required, they shall be as approved by the appropriate city official, prior to the filing of the final map or parcel map.

4. Payment of Inspection Fees . The City shall charge the usual fees, if applicable, or an hourly fee for the inspection and processing according to an estimated actual hourly cost to the city. The owner shall post a cash deposit in an amount equal to the estimated cost of inspection. The deposit will be applied toward the inspection fee, with any refund or balance due to be resolved before the approval of the final map by the Approving Authority. Any unpaid balances shall be paid prior to recordation of the final map.

E. Standards for Conversion.

1. Building and Physical Standards.

a. Building Regulations. The project shall conform to the applicable standards of the City's Building Code that was in effect at the time the last building permit was issued for the affected structures.

b. Fire Prevention . Each unit shall be provided with a fire -warning system conforming to the City 's Building Code. All fire hydrants, fire alarm systems, portable fire extinguishers and other fire protective appliances shall be retained in an operable condition at all times.

c. Sound Transmission.

(1) Vibration Transmission. All permanent mechanical equipment, such as motors, compressors, pumps, compactors, or any item determined by the Building Official to be a source of structural vibration or structural -borne noise shall be vibration -isolated with inertia blocks or bases, or vibration isolator springs, in a manner approved by the Building Official.

(2) Noise Standards. The structures shall conform to all interior and exterior sound transmission standards of CCR Title 24, the City 's Building Code, and the requirements of Ontario Municipal Code Chapter 29 (Noise). The Approving Authority may require additional insulation or other upgrades to reduce noise to an acceptable level.

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Ontario Development Code Page 6.08-31 (Rev. 12.01.2020) d. Utility Metering . Each unit shall be separately metered for gas, electricity and water, unless the covenants, conditions, and restrictions provide for the property owner association to take responsibility for these utilities.

e. Landscape Maintenance . All landscaping shall be restored, or new landscaping shall be installed, to achieve a high degree of appearance and quality pursuant to Division 6.05 (Landscaping) of this Development Code. Provisions shall be made within the declaration required pursua nt to Paragraph C.5 (Proposed Declaration) of this Section, for continuing maintenance of all landscaped areas. Existing landscaping is subject to review and approval by the Approving Authority. If new landscaping is proposed, the design of all landscaping is subject to review and approval by the City.

f. Off-Street Parking and Loading . Off-street parking and loading shall be provided pursuant to the requirements of Division 6.03 (Off -Street Parking and Loading) this Development Code, for allowed commercial and industrial land uses, as applicable.

g. Refurbishing and Restoration of Improvements . Each main building, structure, fence, accessory building, sidewalk, driveway, landscaped area, utilities, and additional element as required by the department shall be refurbished and restored as necessary to achieve a high degree of appearance, quality and safety. The refurbishing and restoration is subject to review and approval by the department.

h. Building Security Standards . Each unit shall comply with all applicable provisions of Ontario Municipal Code Chapter 11 (Security Standards for Building).

i. Dedication of Land and Easements . The developer shall dedicate land or easements for street widening, public access, or other public purposes in connection with the project, where determined necessary by the Approving Authority, and in conformance with this Development Code.

j. Undergrounding of Overhead Utilities . All on -site and adjacent overhead utility service lines and poles shall be converted to an underground system consistent with the requirements of this Development Code.

k. Copies of Reports and Documentation to be Provided to New Property Owners. The developer shall provide each purchaser with a copy of the below -listed items, prior to executing any purchase agreement or other contract to purchase a unit within the project and shall give the purchaser sufficient time to review the information. In addition, copies of the required reports and documentation shall be provided to the Property Owner Association upon its formation.

(1) Reports and documentation required by Paragraph C.2 (Physical Elements Report) of this Section, in their final form as accepted by the City; and

(2) A copy of the covenants, conditions, and restrictions.

l. Additional Conditions. Additional conditions may be applied as deemed necessary by the Approving Authority to further the intent of this Section.

2. Securities and Penalties. All improvements and alterations required pursuant to this Section and all other applicable requirements of this Development Code, the Ontario Municipal Code, and the conditions of project approval, shall be made prior to the approval of the final 959
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(Rev. 12.01.2020) Page 6.08-32 Ontario Development Code map or parcel map, or upon approval of the Planning Director, City Engineer, and Building Official, and a deposit paid to the City pursuant to Division 2.06 (Performance Guarantees), to assure the completion of all required work prior to the closing of escrow on any unit within the project. The deposit shall be accompanied by an agreement by the developer, and owner of the project if different from the developer, in a form to be approved by the city attorney, guaranteeing completion of the work.

F. Findings. The Approving Authority may not approve a request for a conversion to an industrial or commercial common interest project, unless it finds and clearly establishes that the proposed conversion conforms to the requirements of this Section, and is consistent with the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan, and all other applicable requirements of this Development Code and the Ontario Municipal Code.

6.08.060: Urban Lot Splits

A. Purpose. The purpose of this Section is to allow and appropriately regulate Urban Lot Splits pursuant to GC Section 66411.7.

B. Definition. For the purposes of this Section, the term " Urban Lot Split " shall mean the subdivision of an existing, legally subdivided lot into two lots pursuant to the requirements of this Section.

C. Application.

1. Only individual property owners may apply for an Urban Lot Split. " Individual property owner" means a natural person holding fee title individually or jointly in the person 's own name or a beneficiary of a trust that holds fee title. " Individual property owner" does not include any corporation or corporate person of any kind (partnership, LP, LLC, C corporation, S corporation, etc.) except for a community land trust (as defined by Revenue and Taxation Code Section 402.1(a)(11)(C)(ii)) or a qualified nonprofit corporation (as defined by Section 214.15).

2. An application for an Urban Lot Split shall be submitted on a City application form.

Only a complete application will be considered. The City will inform the applicant in writing of any incompleteness within 30 days following application submittal.

3. The City may establish a fee to recover its costs for adopting, implementing, and enforcing this Section of the Development Code, pursuant to applicable law. The City council may establish and change the fee by resolution. The fee shall be paid with the application.

D. Approval.

1. An application for a parcel map for an Urban Lot Split is approved or denied ministerially, by the City Engineer, without discretionary review.

2. A tentative parcel map for an Urban Lot Split shall be approved ministerially if it complies with all the requirements of this Section. The tentative parcel map may not be recorded.

A final parcel map shall be approved ministerially as well, but not until the owner demonstrates that all required documents have been recorded, such as the deed restriction and easements.

The tentative parcel map shall expire 3 months following approval.

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3. The approval shall require the owner and applicant to hold the City of Ontario harmless from all claims and damages related to the approval and its subject matter.

4. The approval shall require the owner and applicant to reimburse the City for all costs of enforcement, including attorneys ' fees and costs associated with enforcing the requirements of this Development Code.

E. Requirements. An Urban Lot Split shall satisfy each of the following requirements:

1. Subdivision Map Act Compliance.

a. The Urban Lot Split shall conform to all applicable objective requirements of the Subdivision Map Act (GC Section 66410 et seq., " SMA"), including implementing requirements in this Development Code, except as otherwise expressly provided in this Section.

b. If an Urban Lot Split violates any part of the SMA, the City 's subdivision regulations, including this Section, or any other legal requirement:

(1) The buyer or grantee of a lot that is created by the Urban Lot Split has all the remedies available under the SMA, including but not limited to an action for damages or to void the deed, sale, or contract.

(2) The City has all the remedies available to it under the SMA, including but not limited to the following:

(a) An action to enjoin any attempt to sell, lease, or finance the property.

(b) An action for other legal, equitable, or summary remedy, such as declaratory and injunctive relief.

(c) Criminal prosecution, punishable by imprisonment in county jail or state prison for up to one year, by a fine of up to $10,000, or both, or a misdemeanor.

(d) Record a notice of violation.

(e) Withhold any or all future permits and approvals.

c. Notwithstanding Section 66411.1 of the SMA, no dedication of rights-of-way or construction of offsite improvements is required for an Urban Lot Split.

2. Zoning District. The lot to be split is in a single -family residential zoning district. For purposes of this Section, the term " single-family residential zoning district " shall mean the LDR -5 (Low Density Residential – 2.1 to 5.0 DU/Acre) zoning district.

3. Lot Location. Pursuant to the GC Section 65913.4(a)(6)(B) through (K), the lot to be split shall not be located on a site that is any of the following:

a. Prime farmland, farmland of statewide importance, or land that is zoned or designated for agricultural protection or preservation by the voters.

b. A wetland.
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c. Within a very high fire hazard severity zone, unless the site complies with all fire-hazard mitigation measures required by existing building standards.

d. A hazardous waste site that has not been cleared for residential use.

e. Within a delineated earthquake fault zone, unless all development on the site complies with applicable seismic protection building code standards.

f. Within a 100-year flood hazard area, unless the site has either:

(1) Been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction; or

(2) Meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program.

g. Within a regulatory floodway, unless all development on the site has received a no-rise certification.

h. Land identified for conservation in an adopted natural community conservation plan, habitat conservation plan, or other adopted natural resource protection plan.

i. Habitat for protected species.

j. Land under conservation easement.

4. Not Historic. The lot to be split shall not be a historic property or within a historic district that is included on the State Historic Resources Inventory. Nor may the lot be or be within a site that is designated by ordinance as a city or county landmark or as a historic property or district.

5. No Prior Urban Lot Split.

a. The lot to be split was not established through a prior Urban Lot Split.

b. The lot to be split is not adjacent to any lot that was established through a prior Urban Lot Split by the owner of the lot to be split or by any person acting in concert with the owner. For the purposes of this Section, the term "any person acting in concert with the owner " shall include any third -party that coordinates or assists the owners of two adjacent lots with their respective Urban Lot Splits.

6. No Impact on Protected Housing. The Urban Lot Split shall not require or include the demolition or alteration of any of the following types of housing:

a. Housing that is income -restricted for households of moderate, low, or very low income.

b. Housing that is subject to any form of rent or price control through a public entity's valid exercise of its policy power.

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Ontario Development Code Page 6.08-35 (Rev. 12.01.2020) c. Housing, or a lot that used to have housing, that has been withdrawn from rental or lease under the Ellis Act (GC Sections 7060 –7060.7) at any time in the 15 years prior to submission of the Urban Lot Split application.

d. Housing that has been occupied by a tenant in the last 3 years. The applicant and the owner of a property for which an Urban Lot Split is sought shall provide a sworn statement as to this fact with the application for the tentative parcel map. The City may conduct its own inquiries and investigation to ascertain the veracity of the sworn statement, including but not limited to, surveying owners of nearby properties; and the City may require additional evidence of the applicant and owner as necessary to dete rmine compliance with this requirement.

7. Lot Size.

a. The lot to be split shall be at least 2,400 SF.

b. Each lot created by an Urban Lot Split shall be at least 1,200 SF.

c. Each lot created by an Urban Lot Split shall be between 60 percent and 40 percent of the original lot area.

8. Easements.

a. The owner shall enter into an easement agreement with each public - service provider to establish easements that are sufficient for the provision of public services and facilities to each of the resulting lots.

b. Each easement shall be shown on the parcel map.

c. Copies of the unrecorded easement agreements shall be submitted with the application. The easement agreements shall be recorded against the property before the final parcel map may be approved pursuant to subpart D.2 above.

9. Lot Access.

a. Each lot created by an Urban Lot Split shall adjoin a public street right -of- way.

b. Each lot created by an Urban Lot Split shall have frontage on the public street right-of-way of at least 20 FT.

10. Unit Standards.

a. Quantity. No more than two dwelling units of any kind may be built on a lot that results from an Urban Lot Split. For purposes of this paragraph, "unit" means any dwelling unit, including, but not limited to, a primary dwelling unit, a unit created pursuant to State law and Section 5.03.403 (Two -Unit Projects) of this Development Code, or an ADU or JADU created pursuant to Section 5.03.010 (Accessory Dwelling Unit) of this Development Code.

b. Unit Size.

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(Rev. 12.01.2020) Page 6.08-36 Ontario Development Code (1) The total floor area of each primary dwelling that is developed on a lot resulting from an Urban Lot Split shall be a minimum of 500 SF in area and a maximum of 800 SF in area.

(2) A primary dwelling that was legally established prior to the Urban Lot Split and that is larger than 800 SF is limited to the lawful floor area at the time of the Urban Lot Split and shall not be expanded.

(3) A primary dwelling that was legally established prior to the Urban Lot Split and is smaller than 800 SF may be expanded to a maximum of 800 SF after the Urban Lot Split.

c. Height Restrictions.

(1) On a resulting lot that is 2,000 SF or larger, no new primary dwelling unit may exceed one-story or 16 FT in height, measured from grade to peak of the structure.

(2) On a resulting lot that is smaller than 2,000 SF, no new primary dwelling unit may exceed two -stories or 22 FT in height, measured from grade to peak of the structure. Any portion of a new primary dwelling that exceeds one story in height shall be stepped back by an additional 5 FT from the ground floor; no balcony deck or other portion of the second story may project into the stepback.

(3) No rooftop deck is permitted on any new or remodeled dwelling or structure on a lot resulting from an Urban Lot Split.

d. Lot Coverage. Maximum lot coverage shall conform to the requirement of the underlying zoning district. This lot coverage standard is only enforced to the extent that it does not prevent two primary dwelling units on the lot at 800 SF each.

e. Setback Requirements.

(1) Generally. All setbacks shall conform to the minimum requirements of the underlying zoning district.

(2) Exceptions. Notwithstanding subpart E.10.e above:

(a) Existing Structures . No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure.

(b) Cannot Preclude Construction of Two 800 -SF Units and 4 -FT Side/Rear Setbacks . The setbacks imposed by the underlying zoning district shall yield to the degree necessary to avoid physically precluding the construction of up to two units on the lot or either of the two units from being at least 800 SF in floor area; but in no event may any structure be less than 4 FT from a side or rear property line.

(3) Front Setback Area . Notwithstanding any other part of this Development Code, dwellings that are constructed after an Urban Lot Split shall conform to the front setback requirement of the underlying zoning district. The front setback area shall:

(a) Be kept free from all structures greater than 3 FT high; and 964
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(b) Allow for vehicular and fire -safety access to the front structure.

f. Parking. Each new primary dwelling unit shall have at least one off -street parking space per unit within a fully enclosed garage having a minimum interior clear area measuring 10 FT in width and 20 FT in length, unless one of the following applies:

(1) The lot is located within one-half mile walking distance of either:

(a) A corridor with fixed route bus service with service intervals no longer than 15 minutes during peak commute hours or

(b) A site that contains:

(i) An existing rail or bus rapid transit station,

(ii) A ferry terminal served by either a bus or rail transit service, or

(iii) The intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods.

(2) The site is located within one -block of a permanently established car-share vehicle pickup/drop-off location.

g. Architecture.

(1) If there is a legal primary dwelling on the lot that was established before the Urban Lot Split, any new primary dwelling unit shall match the existing primary dwelling unit with respect to exterior materials, finishes, color, and dominant roof pitch. The dominant roof pitch means the slope shared by the largest portion of the roof.

(2) If there is no legal primary dwelling on the lot before the Urban Lot Split, and if two primary dwellings are developed on the lot, the dwellings shall match each other with respect to exterior materials, finishes, color, and dominant roof pitch. The dominant roof pitch means the slope shared by the largest portion of the roof.

(3) All exterior lighting shall be limited to down-lights.

(4) No window or door of a dwelling that is constructed on the lot may have a direct line of sight to an adjoining residential property. Decorative masonry block walls, dense landscaping, or privacy glass may be used to provide screening and prevent a direct line of sight.

(5) If a dwelling is constructed on a lot after an Urban Lot Split and any portion of the dwelling is less than 30 FT from a property line that is not a public street right -of-way line, then all windows and doors in that portion shall either be (for windows) c lerestory with the bottom of the glass at least 6 FT above the finished floor, or (for windows and for doors) utilize frosted or obscure glass.

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(Rev. 12.01.2020) Page 6.08-38 Ontario Development Code h. Walls, Fences, and Obstructions.

(1) Lots created as a result of an Urban Lot Split shall be provided with 6-FT high decorative masonry block walls (reduced to 3 FT in height within front setback areas) at the following locations:

(a) Interior side and rear lot lines of each lot; and

(b) Street side property lines and along the rear property line of through lots, setback a minimum of 5 FT behind the sidewalk.

(2) The construction and maintenance of walls, fences, and other obstructions shall comply with the requirements of Division 6.02 (Walls, Fences, and Obstructions) of this Chapter.

i. Landscaping. Lots created as a result of an Urban Lot Split shall be fully landscaped and provided with a permanent automatic irrigation system pursuant to the requirements Division 6.05 (Landscaping) of this Chapter.

j. Nonconforming Conditions . An Urban Lot Split may be approved without requiring a legal nonconforming zoning condition to be corrected.

k. Utilities.

(1) Each primary dwelling unit on the resulting lots shall have its own direct utility connection to the utility service provider.

(2) Each primary dwelling unit on the resulting lots that is or that is proposed to be connected to an onsite wastewater treatment system shall first have a percolation test completed within the last 5 years or, if the percolation test has been recertified, within the last 10 years.

l. Building and Safety. An Urban Lot Split is a change of use. All structures built on a lot resulting from an Urban Lot Split shall comply with all current local building standards .

11. Fire-Hazard Mitigation Measures.

a. A lot in a very high fire hazard severity zone shall comply with each of the following fire-hazard mitigation measures:

(1) It shall have direct access to a public street right -of-way with a paved street with a width of at least 40 FT. The public street right -of-way shall have at least two independent points of access for fire and life safety to access and for residents to evac uate.

(2) All dwellings on the site shall comply with current Fire Code requirements for dwellings in a very high fire hazard severity zone.

(3) All enclosed structures on the site shall have fire sprinklers.

(4) All sides of all dwellings on the site shall be within a 150 -FT hose-pull distance from either the public street right-of-way or of an onsite fire hydrant or standpipe.

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Ontario Development Code Page 6.08-39 (Rev. 12.01.2020) (5) If the lot does not have a swimming pool, the lot shall have a water reservoir of at least 5,000 gallons per dwelling, with fire -authority approved hookups compatible with fire-authority standard pump and hose equipment.

b. Prior to submitting an application for an Urban Lot Split, the applicant shall obtain a certificate of compliance with all applicable fire-hazard mitigation measures pursuant to this subpart E.11. The City or its authorized agent shall inspect the site, including all structures on the site, and certify as to its compliance. The certificate shall be included with the application.

The applicant shall pay the City 's costs for inspection. Failure to pay is grounds for denying the application.

12. Separate Conveyance.

a. On a lot created by an Urban Lot Split:

(1) Primary dwelling units cannot be owned or conveyed separately from each other.

(2) Condominium airspace divisions and common interest
developments are prohibited.

(3) All fee interest in a lot and all dwellings on the lot shall be held equally and undivided by all individual property owners.

(4) Separate conveyance of lots created by an Urban Lot Split is permitted. If dwellings or other structures (such as garages) on different lots are adjacent or attached to each other, the Urban Lot Split boundary may separate them for conveyance purposes if the structures meet Building Code safety standards and are sufficient to allow separate conveyance. If any attached structures span or will span the new lot line, the owner shall record appropriate CC&Rs, easements, or other documentation that is necessary to allocate rights and responsibility between the owners of the two lots.

13. Regulation of Uses.

a. Residential-Only. Nonresidential land uses shall be prohibited on any lot created by Urban Lot Split.

b. No Short Term Rentals. No dwelling unit on a lot that is created by an Urban Lot Split may be rented for a period of less than 30 days.

c. Owner Occupancy . The applicant for an Urban Lot Split shall sign an affidavit stating that the applicant intends to occupy one of the dwelling units on one of the resulting lots as the applicant 's principal residence for a minimum of 3 years after the Urban Lot Split is approved.

14. Notice of Construction.

a. At least 30 business days prior to the starting any construction of a structure on a lot created by an Urban Lot Split, the property owner shall give written notice to all the owners of record of each of the adjacent residential parcels, which notice shall include the following information:

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(2) The anticipated start and end dates for construction,

(3) The hours of construction,

(4) Contact information for the project manager (for construction - related complaints), and

(5) Contact information for the Building & Safety Department.

b. This notice requirement does not confer a right on the noticed persons or on anyone else to comment on the project before permits are issued. The approval of an Urban Lot Split is ministerial and under state law, the City has no discretion in approving or denying a particular project under this Section. This notice requirement is purely to promote neighborhood awareness and expectation.

15. Deed Restriction. The owner shall record a deed restriction, acceptable to the City, that does each of the following:

a. Expressly prohibits any rental of any dwelling on the property for a period of less than 30 days.

b. Expressly prohibits any nonresidential land use of Urban Lot Split.

c. Expressly prohibits any separate conveyance of a primary dwelling on the property, any separate fee interest, and any common interest development within the lot .

d. States that the property is formed by an Urban Lot Split and is, therefore, subject to the City's Urban Lot Split regulations, including all applicable limits on dwelling size and development.

F. Specific Adverse Impacts.

1. Notwithstanding anything else in this Section, the City may deny an application for an Urban Lot Split if the building official makes a written finding, based on a preponderance of the evidence, that the project would have a "specific, adverse impact " on either public health and safety or on the physical environment and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact.

2. The term " specific adverse impact " has the same meaning as in GC Section 65589.5(d)(2): "a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete " and does not include (1) inconsistency with the zoning ordinance or general plan land use designation or (2) the eligibility to claim a welfare exemption under Revenue and Taxation Code Section 214(g).

3. The building official may consult with and be assisted by planning staff and others as necessary in making a finding of specific, adverse impact.

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Ontario Development Code Page 6.11-1 (Rev. 12.01.2020)
Division 6.11—Shopping Cart Retention and Storage

Sections:

6.11.000: Purpose

6.11.005: Applicability

6.11.010: Definitions

6.11.015: Exemption

6.11.020: Mandatory Shopping Cart Retention Plan

6.11.025: Shopping Cart Retention Plan Timeline and Approval Process

6.11.030: Penalties for Failing to Submit a Shopping Cart Retention Plan

6.11.035: Notification for Retrieval of Abandoned Carts

6.11.040: Administrative Costs and Fines

6.11.045: Disposition of Carts after 30 Days

6.11.050: Unmarked Shopping Carts: Public Nuisance

6.11.055: Unmarked Shopping Carts: Destruction

6.11.060: Shopping Cart Collection and Storage Facilities

6.11.000: Purpose

Abandoned shopping carts constitute a nuisance, create potential hazards to the health and safety of the public, and interfere with pedestrian and vehicular traffic within the City. The accumulation of wrecked, dismantled, and abandoned shopping carts on public or private property also tends to create conditions that reduce property values, promoting blight and deterioration in the City. The purpose of this Division is to provide regulations pertaining to abandoned shopping carts, unmarked shopping carts, provide a requirement for a mandatory plan to prevent cart removal, and provide adequate facilities for on-site cart storage.

6.11.005: Applicability

Any business establishment in the City that provides shopping carts for use by their patrons shall develop and implement a Shopping Cart Retention Plan, which is intended to prevent customers from removing carts from their business premises and provide appropriate cart storage areas pursuant to this Division. The Shopping Cart Retention Plan shall be reviewed and approved by the Planning Director pursuant to the procedures established for ministerial permits and decisions contained in Subsection 2.02.015.C (Ministerial Permits and Decisions) of this Development Code.

6.11.010: Definitions

As used in this Division, unless otherwise apparent from the context, the words, terms, and phrases listed below, shall have the following meaning:

A. Abandoned Cart. Any cart that has been removed without written permission of the owner, or on-duty manager from the premises of the business establishment, regardless of whether it has been left on either private or public property. This provision shall not apply to cart s that are removed for the purpose of repair or maintenance.

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B. Cart. A basket that is mounted on wheels or similar devise provided by a business establishment for use by a customer for the purpose of transporting goods of any kind, including, but not limited to, grocery store shopping carts.

C. Owner. Any person or entity, who in connection with the conduct of a business, owns, possesses, or makes any cart available to customers or the public. For the purposes of this Division, "owner" shall also include the owner's on-site or designated agent or retailer that provides the carts for use by its customers.

D. Premises. The entire area owned and utilized by the business establishment that provides carts for use by customers, including any parking lot or other property provided by the owner for customer parking.

E. Unmarked Cart. Any cart as defined by this Division that is not identified and marked pursuant to PC Section 22435.1.

6.11.015: Exemption

Any owner that agrees to enter into a contract with a City-designated retrieval service to provide for retrieval of abandoned carts, or, individually or as part of a consortium of businesses, enters into a retrieval contract with a retrieval service that is satisfactory to the City, shall be exempt from Section 6.11.025 (Prevention Plan Timeline and Approval Process), Section 6.11.030 (Penalties for Failing to Submit a Shopping Cart Retention Plan), and Section 6.11.035 (Notification for Retrieval of Abandoned Carts), below.

6.11.020: Mandatory Shopping Cart Retention Plan

Every business owner shall develop and implement a Shopping Cart Retention Plan for all businesses that utilize shopping carts for use by business patrons, to prevent customers from removing carts from the business premises. Every Shopping Cart Retention Plan shall include the following elements:

A. Required Signs on Carts. Every cart owned or provided by any business establishment in the City shall have a sign permanently affixed to it that contains all of the following information:

1. Identifies the owner of the cart or the name of the business establishment, or both;

2. Notifies the public of the procedure to be utilized for authorized removal of the cart from the business premises;

3. Notifies the public that the unauthorized removal of the cart from the premises or parking area of the retail establishment, or the unauthorized possession of the cart, is a violation of State law; and

4. Lists a valid telephone number to contact to report the location of the abandoned cart or lists an address for returning the cart to the owner or business establishment.

B. Required Signs on Property. Signs shall be placed in pertinent places near door exits and near parking lot exists that notify customers that cart removal is prohibited and constitutes a violation of State and local law.
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C. Physical Measures.

1. New development, an increase of more than 10 percent in GFA, or the major alteration or remodel of any building occupied by, or proposed to be occupied by, retail commercial uses providing 10 or more shopping carts for use by business patrons, shall install and maintain in good working order, an electronic barrier system at the perimeter of the business site, which, when crossed by a shopping cart, will disable the cart, thereby preventing its removal from the site. Alternate cart retention methods that wou ld achieve the same outcome may be considered by the Planning Director.

2. New and existing businesses providing less than 10 shopping carts for use by patrons, may be required to implement specific physical measures to prevent shopping cart removal from the business premises. These measures may include one or more of the following:

a. Installation of disabling devices on all carts;

b. Posting of a security guard to deter and stop customers who attempt to remove carts from the premises;

c. A decorative bollard and chain system or decorative fencing installed around the business premises to prevent cart removal;

d. Security deposits required for the use of all carts; and/or

e. The rental or sale of carts that can be temporarily or permanently used for the transport of purchases.

6.11.025: Shopping Cart Retention Plan Timeline and Approval Process

The Shopping Cart Retention Plan shall be submitted for approval by the City within 60 days after adoption of this Division, and each time the plan is proposed to be amended. If a new Plan is submitted, the proposed measures shall be implemented no later than 30 days after City approval is given. The prevention measures shall be continued until and unless the City indicates that measures need to be modified. Unless otherwise agreed, any modifications to the Plan imposed by the City shall be implemented within 30 days after the City notifies the retailer of the needed modifications.

6.11.030: Penalties for Failing to Submit a Shopping Cart Retention Plan

Any owner that fails to submit a Shopping Cart Retention Plan, implement the proposed Plan measures, or implement any required modifications to the Plan by the City within the periods specified in this Division, shall be subject to a $1,000 civil penalty, plus an additional penalty of $50 for each day of noncompliance.

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6.11.035: Notification for Retrieval of Abandoned Carts

Pursuant to BPC Section 22435.7, the City shall notify the owner of any abandoned carts owned or used by the business establishment that have been located within the City within 24 hours of impoundment. The owner shall have 3 business days from the date that notification is give n to retrieve carts from the City.

6.11.040: Administrative Costs and Fines

Pursuant to BPC Section 22435.7, any owner that fails to retrieve its abandoned cart(s) within 3 business days after receiving notice from the City, shall pay the City 's administrative costs for retrieving the cart(s) and providing the notification to the owner. Any owner who fails to retrieve abandoned carts in accordance with this Division in excess of 3 times during a 6 -month period shall be subject to a $50 fine for each occurrence. An occurrence includes all carts owned by the owner that are impounded by the City in a one-day period.

6.11.045: Disposition of Carts after 30 Days

Pursuant to State law, any cart not reclaimed from the City within 30 days after notification to the owner, shall be sold or otherwise disposed of by the City.

6.11.050: Unmarked Shopping Carts: Public Nuisance

Any unmarked shopping cart is hereby declared a public nuisance if:

A. It is left unattended on a public right-of-way or other public property;

B. It is left unattended on any private property at a location that will impede emergency services;

C. It is left unattended on the front or side setback of any private property without the owner's or occupant's permission; or

D. It is left on private property where it may be viewed from the public right -of-way or adjacent properties for more than 24 hours after the occupant, if any, and the owner of the property has received written notice which states that if the shopping cart is not removed from public view, it will be impounded by the City and may be sold or otherwise disposed of by the City.

6.11.055: Unmarked Shopping Carts: Destruction

Any carts found to be unmarked as defined by this Division, and has been impounded by the City, shall be destroyed without any further notice other than as specified in Subsection 6.11.050.D of this Division.

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6.11.060: Shopping Cart Collection and Storage Facilities

Shopping cart storage facilities shall be provided for commercial- retail uses, including, but not limited to, automotive parts and supplies, food and beverage stores, health and personal care stores, general merchandise stores, and other miscellaneous reta il stores, for 3 separate and distinct purposes: [1] the overnight or long -term storage of shopping carts; [2] the distribution of shopping carts to patrons as they enter the business; and [3] stations for the collection and storage of shopping carts within off-street parking facilities.

A. The Overnight or Long-Term Storage of Shopping Carts.

1. Facilities for the overnight or long -term storage of shopping carts shall be located within the building of the business they serve, or outside, within screened areas. Outside overnight shopping cart storage areas shall be screened and secured by a minimum 3-FT high decorative masonry wall, with a decorative cap, in combination with landscaping. The wall shall be designed to be architecturally consistent with the design of the adjacent building(s).

2. The minimum size, design, and location of overnight shopping cart storage areas shall be subject to Planning Director approval.

B. Stations for the Collection and Storage of Shopping Carts within Off-Street Parking Facilities (Shopping Cart Corrals). Shopping cart corrals shall be provided within off -street parking facilities and shall be distributed throughout parking lots for convenient access by business patrons.

1. At a minimum, shopping cart corrals shall be defined by a landscaped planter on at least two opposing perimeter sides, minimum 3 FT in width, bordered by a raised 6-inch concrete curb, which shall be planted and maintained with a hedgerow that will be allo wed to grow to a minimum height of 3 FT for the purpose of screening shopping carts. The paving at the corral entrance shall be slightly raised to keep shopping carts confined within the corral. Within the required planter area, the construction of a 3 -FT high decorative masonry wall with a decorative cap is encouraged, to provide further screening. The use of pipe corrals shall not be permitted.

2. Shopping cart corrals shall be distributed throughout the off -street parking area.

The minimum number, dimensions, and locations of shopping cart corrals shall be determined by the Planning Director.

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978
Department: Financial Services
Prepared By: Jennifer Schaefer
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Matthew Hernandez, Claudia
Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 20
SUBJECT:

RESOLUTIONS AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2) SPECIAL TAX BONDS, SERIES 2025 AND RELATED MATTERS

CITY OF ONTARIO
Agenda Report
October 21, 2025
SECTION:

ADMINISTRATIVE

REPORTS/DISCUSSION/ACTION

RECOMMENDATION:

That the City Council take the following actions:

A
.

Consider and adopt a Resolution authorizing the issuance of City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025, in an aggregate principal amount not-to-exceed $17 million, authorizing the execution and delivery of an Indenture, a Bond Purchase Agreement, and a Continuing Disclosure Agreement, authorizing the distribution of an Oﬃcial Statement, authorizing the execution of necessary documents and certificates and related actions;
B
.

Consider and adopt a Resolution of the City of Ontario making a declaration of oﬃcial intent to reimburse facilities expenditures with bond proceeds and related actions; C
.

Authorize the issuance of special tax bonds for public improvements required to facilitate the development of the Neuhouse Phase 2 project and the Ontario Ranch development; D
.

Approve the forms of the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, and the Preliminary Official Statement; E
.

Authorize a negotiated sale of the special tax bonds to Samuel A. Ramirez & Co., in accordance with the terms of the Bond Purchase Agreement; and F
.

Authorize the execution of an Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, a deemed ﬁnal certiﬁcation in connection with the issuance of the bonds by the City Manager or the other specified authorized officers.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in 979
Ontario Ranch
FISCAL IMPACT:

The use of Mello-Roos ﬁnancing for public facilities in the residential development of the Neuhouse Phase 2 project in the Ontario Ranch development, is estimated to generate approximately $17 million in bond proceeds based on current market interest rates. These funds will be used to help fund a portion of the public infrastructure improvements that will serve the project area. The Resolution authorizing the issuance of City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025, and related matters, limits the principal amount of the bonds to $17 million. The City currently expects the bonds to be sold no later than December 2025; however, such schedule could change based on market volatility and market conditions. Since Mello-Roos bonds are not a direct obligation of the City and are paid from special taxes levied on each taxable parcels in the applicable community facilities district, there is no direct impact to the General Fund from the issuance of Mello-Roos bonds. Annual approval by the City Council will be required to process the special tax levies necessary to fund the ongoing debt service obligations of the Ontario Community Facilities District No. 71 (Neuhouse Phase 2).

BACKGROUND & ANALYSIS:

The Mello-Roos Community Facilities Act of 1982 provides local government, with the requisite consent and approval from the property owners, the authority to establish community facilities districts for levying special taxes to fund governmental services and ﬁnance various kinds of public infrastructure facilities. Under the Mello-Roos Act, the initial steps in the formation of a community facilities district to ﬁnance public improvements are adopting a Resolution declaring the City's intention to establish a community facilities district and levy special taxes, a Resolution to issue bonds, and a Resolution of the City of Ontario making a declaration of oﬃcial intent to reimburse facilities expenditures with bond proceeds and related matters. On May
21, 2024
, the City Council, in accordance with the Mello-Roos Act, took the initial steps in the formation of the District with the adoption of Resolution No. 2024-031,
declaring the City's
intention to establish the District and to authorize the levy of special taxes, and Resolution No. 2024-032
deeming it necessary for the District to incur bonded indebtedness. On July 2, 2024, the
City Council adopted Resolution No. 2024-073
forming the District. Based on a successful property
owner election held on
July 2, 2024, t
he City Council adopted Ordinance No.
3280
on July 16, 2024,
authorizing the levy of special taxes within the District to ﬁnance public improvements related to the Neuhouse Phase 2 project.

The public improvements to be financed by the District are as follows:

Storm Drain System Facilities;
Streets and Traffic Circulation System Facilities; and
Fiber Optic System Facilities.

The Neuhouse Phase 2 project addresses the residential development of two zones. Zone 1 is approximately 9.18 gross acres located west of Mill Creek Avenue, east of Twinkle Avenue, south of Chino Avenue, and north of Schaefer Avenue. Zone 2 is approximately 19.73 gross acres located west of Haven Avenue, east of Clover Place, south of Riverside Drive, and North of Chino Avenue. At build-out, the project is projected to include 335 units, comprised of 144 attached units in Zone 1 and 191 units in Zone 2 (96 attached and 95 detached).

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The proposed Resolutions references several bond documents and other matters related to the proposed issuance of bonds by City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2). The documents are listed below and are on ﬁle with the Records Management Department:

Indenture;
Bond Purchase Agreement;
Continuing Disclosure Agreement; and
Preliminary Official Statement.
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RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO,

CALIFORNIA, AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2 ) SPECIAL TAX BONDS, SERIES 2025, IN AN AGGREGATE PR INCIPAL AMOUNT OF NOT TO EXC EED $17,000,000, AUTHORIZING THE

EXECUTION AND DELIVERY OF AN INDENTURE, A BOND PURCHASE

AGREEMENT AND A CONTINUING DISCLOS URE AGREEMENT,

AUTHORIZING THE DIST RIBUTION OF AN OFFICIA L STATEMENT IN

CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS.

WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”) has formed City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”) under the provisions of the Mello -Roos Community Facilities Act of 1982 (the “Act”); and

WHEREAS, the Community Facilities District is authorized under the Act to levy a special tax (the “Special Tax”) to pay for the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Tax; and

WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District proposes to issue its City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2 ) Special Tax Bonds, Series 2025 (the “Series 2025 Bonds”), in the aggregate principal amount of not to exceed $17,000,000; and

WHEREAS, in order to provide for the authentication and delivery of the Series 2025 Bonds, to establish and declare the terms and conditions upon which the Series 2025 Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Community Facilities District proposes to enter into an Indenture with Zions Bancorporation, National Association, as trustee (the “Trustee”) (such Indenture, in the form presented to this meeting, with such change s, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Indenture”); and

WHEREAS, Samuel A. Ramirez & Co., Inc. (the “Underwriter”), has presented the Community Facilities District with a proposal, in the form of a Bond Purchase Agreement, to purchase the Series 2025 Bonds from the Community Facilities District (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolutio n, being referred to herein as the “Purchase Agreement”); and

WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) requires that, in order to be able to purchase or sell the Series 2025 Bonds, the underwriter thereof must have reasonably determined that the Community 982
Facilities District, as the issuer of the Series 2025 Bonds, has undertaken in a written agreement or contract for the benefit of the holders of the Series 2025 Bonds to provide disclosure of certain financial information and certain listed events on an ongoing basis; and

WHEREAS, in order to cause such requirement to be satisfied, the Community Facilities District desires to enter into a Continuing Disclosure Agreement with the Trustee (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Continuing Disclosure Agreement”); and

WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Series 2025 Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Preliminary Official Statement”); and

WHEREAS, there have been prepared and submitted to this meeting forms of:

(a) the Indenture;
(b) the Purchase Agreement;
(c) the Continuing Disclosure Agreement; and
(d) the Preliminary Official Statement; and

WHEREAS, Kitty Siino & Associates, Inc. has prepared and provided to the Community Facilities District an appraisal report, dated October 2, 2025 (the “Appraisal”), providing an opinion of value of the property in the Community Facilities District, which has been submitted to this meeting; and

WHEREAS, Section 5852.1 of the California Government Code requires that the City Council obtain from an u nderwriter, financial advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the issuance of the Series 2025 Bonds, good faith estimates of (a) the true interest cost of the Series 2025 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Series 2025 Bonds, (c) the amount of proceeds of the Series 2025 Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2025 Bonds, and (d) the sum total of all debt service payments on the Series 2025 Bonds calculated to the final maturity of the Series 2025 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Series 2025 Bonds; and

WHEREAS, in compliance with Section 5852.1 of the California Government Code, the City Council has obtained from Urban Futures, Inc., as the Community Facilities District’s municipal advisor (the “Municipal Advisor”) , the required good faith estimates , which the Municipal Advisor has prepared in consultation with the Underwriter, and such estimates are disclosed and set forth in Exhibit A attached hereto; and

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WHEREAS, the Community Facilities District desires to proceed to issue and sell the Series 2025 Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the of fering, sale and issuance of the Series 2025 Bonds; and

WHEREAS, the City Council is the legislative body of the Community Facilities District;

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

SECTION 2. Subject to the provisions of Section 3 hereof, the issuance of the Series 2025 Bonds, in an aggregate principal amount of not to exceed $17,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Series 2025 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution.

SECTION 3. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. Each of the Mayor of the City, and such other member of the City Council as the Mayor may designate, the City Manager of the City, the Assistant City Manager of the City, the Executive Director of Finance of the City, the Deputy City Treasurer of the City, and such other officer or employee of the City as the City Manager may designate (the “Authorized Officers”) is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Series 2025 Bonds in excess of $17,000,000, shall not result in a final maturity date of the Series 2025 Bonds later than September 1, 2056, and shall not result in a true interest cost for the Series 2025 Bonds in excess of 6.00%.

SECTION 4. The Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, is hereby approved.

Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereb y directed, for and in the name of the Community Facilities District, to execute and deliver the Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s 984
discount (not including any original issue discount) from the principal amount of the Series 2025 Bonds in excess of 1.50% of the aggregate principal amount of the Series 2025 Bonds. The City Council hereby finds and determines that the sale of the Series 2025 Bonds at negotiated sale as contemplated by the Purchase Agreement will result in a lower overall cost.

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

SECTION 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2025 Bonds is hereby authorized and approved. Each of the Authorized Officers is hereby authorized , and any one of the Authorized Officers is hereby directed, to certify on behalf of the Community Facilities District that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2 -12 (except for the omission of certain fin al pricing, rating and related information as permitted by Rule 15c2-12).

SECTION 7. The preparation and delivery of a final Official Statement (the “Official Statement”), and its use in connection with the offering and sale of the Series 2025 Bonds, is hereby au thorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by t he execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute the final Official Statement and any amendment or supplement thereto.

SECTION 8. Based upon the value of the property within the Community Facilities District reported in the Appraisal and the value -to-lien information for such property set forth in the Preliminary Official Statement, the City Council, for purposes of Section 53345.8 of the Act, hereby finds and determines that the value of the real property that would be subject to the Special Tax to pay debt service on the Series 2025 Bonds will be at least three times the principal amount of the Series 2025 Bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Community Facilities Dist rict or a special assessment levied on property within the Community Facilities District.

985
SECTION 9. If and to the extent that any feature or aspect of the Series 2025 Bond structure, the rate and method of apportionment of the Special Tax, the method of financing the Facilities, the appraisal, the absorption study or other components of the Series 2025 Bond issue approved and authorized hereby is inconsistent or in conflict with any requirement, standard, measure or procedure set forth in the City’s Mello -Roos Community Facilities Act of 1982 Local Goals and Policies, such requirement, standard, measure or procedure is, to the extent necessary to eliminate such inconsistency or conflict, hereby waived, and the City Council hereby finds and determines that benefi t inures to the ultimate property owners, the Community Facilities District and /or the City as a result of such waiver.

SECTION 10. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

SECTION 11. All actions heretofore taken b y the officers, employees and agents of the City with respect to the issuance and sale of the Series 2025 Bonds, or in connection with or related to any of the agreements , documents, certificates or instruments referred to herein, are hereby approved, confirmed and ratified.

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

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

The City Clerk of the City of Ontario shall certify as to the adopti on of this Resolution.

PASSED, APPROVED, AND ADOPTED this 21st day of October, 2025.

_____________________________________
PAUL S. LEON, MAYOR

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ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

987

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2025- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held October 21, 2025 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 2025- duly passed and adopted by the Ontario City Council at their regular meeting held October 21, 2025.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

988

EXHIBIT A

GOOD FAITH ESTIMATES

The good faith estimates set forth herein are provided with respect to the Series 2025 Bonds in accordance with Section 5852.1 of the California Government Code. Such good faith estimates have been provided to the Co mmunity Facilities District by the Municipal Advisor, which the Municipal Advisor has prepared in consultation with the Underwriter.

Principal Amount. The Municipal Advisor has informed the Community Facilities District that, based on the Community Facilities District’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Series 2025 Bonds to be issued and sold is $15,655,000 (the “Estimated Principal Amount”) , which does not include approximately $102,379 of net original issue discount estimated to be generated based on current market conditions. Net original issue discount is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is lower than the face value of such bonds . Such Estimated Principal Amount and such estimated net original issue discount amount would produce approximately $15,552,621 of gross proceeds.

True Interest Cost of the Series 2025 Bonds. The Municipal Advisor has informed the Community Facilities District that, a ssuming that the Estimated Principal Amount of the Series 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Series 2025 Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series 2025 Bonds, is 5.24%.

Finance Charge of the Series 2025 Bonds. The Municipal Advisor has informed the Community Facilities District that, assuming that the Estimated Principal Amount of the Series 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Series 2025 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2025 Bonds), is $584,825.

Amount of Proceeds to be Received . The Municipal Advisor has informed the Community Facilities District that, assuming that the Estimated Principal Amount of the Series 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Community Facilities District for sale of the Series 2025 Bonds, less the finance charge of the Series 2025 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Series 2025 Bonds, is $13,927,196.

989

Total Payment Amount . The Municipal Advisor has informed the Community Facilities District that, assuming that the Estimated Principal Amount of the Series 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Community Facilities District will make to pay debt service on th e Series 2025 Bonds, plus the finance charge for the Series 2025 Bonds, as described above , not paid with the proceeds of the Series 2025 Bonds, calculated to the final maturity of the Series 2025 Bonds, is $30,734,152, which excludes any reserves (or interest accrued thereon) or capitalized interest funded or paid with proceeds of the Series 2025 Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates . The actual principal amount of the Series 2025 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Series 2025 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Series 2025 Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Series 2025 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Series 2025 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Community Facilities District’s financing plan, or a combination of such factors. The actual date of sale of the Series 2025 Bonds and the actual principal amount of Series 2025 Bonds issued and sold will be determined by the Community Facilities District based on the timing of the need for proceeds of the Series 2025 Bonds and other factors. The actual interest rates borne by the Series 2025 Bonds will depend on market interest rates at the time of sale thereof.

The actual amortization of the Series 2025 Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Community Facilities District.

_______________________________

SHEILA MAUTZ, CITY CLERK

990
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO,

CALIFORNIA, MAKING A DECLARATION OF OFFICIAL INTENT TO

REIMBURSE EXPENDITURES FOR COSTS OF FACILITIES WITH BOND PROCEEDS AND RELATED ACTIONS.

WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District proposes to issue its City of Ontario Co mmunity Facilities District No. 71 (Neuhouse Phase 2 ) Special Tax Bonds, Series 2025 (the “Series 2025 Bonds”); and

WHEREAS, pursuant to the Act (a) the Community Facilities District is a legally constituted governmental entity established pursuant to the Act for the sole purpose of financing facilities and services, and (b) the City Council is the legislative body of the Community Facilities District; and

WHEREAS, the Community Facilities District and the City are related entities; and

WHEREAS, beginning on the 60-day period prior to the date hereof, the City has paid or incurred, or expects to pay or incur, prior to the issuance of the Series 2025 Bonds, certain costs of the Facilities; and

WHEREAS, the City has also paid or incurred certain “preliminary expenditures” with respect to the Facilities and may pay or incur certain additional “preliminary expenditures” with respect to the Facilities; the term “preliminary expenditures” includes architectural, engineering, surveying, soil testing, bond issuance and similar costs that are incurred prior to commencement of acquisition, construction or rehabilitation of a project, other than land acquisition, site preparation and similar costs incident to commencement of construction and such preliminary expenditures constitute costs of the Facilities; and

WHEREAS, in order to reimburse the City for the payment of costs of the Facilities, the Community Facilities District anticipates it will issue Series 2025 Bonds in an amount not expected to exceed $17,000,000 for the purpose of financing costs of the Facilities; and

WHEREAS, proceeds of the Series 2025 Bonds will be allocated to reimbursement of prior expenditures no later than 18 months after the later of (a) the date the cost is paid, or ( b) the d ate the Facilities are, or each component thereof is , placed in service or abandoned (but in no event more than three years after the cost is paid); and

991

WHEREAS, Section 1.150-2 of the Treasury Regulations requires the Community Facilities District to declare its reasonable official intent to reimburse prior expenditures for costs of the Facilities with proceeds of indebtedness; and

WHEREAS, the Community Facilities District desires to declare its official intent to use proceeds of indebtedness , in cluding the Series 2025 Bonds, to reimburse expenditures for costs of the Facilities paid before such indebtedness is incurred and to finance the costs of the Facilities on a long -term basis with the proceeds of such indebtedness.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

SECTION 2. This Resolution is adopted by the City Council, as the legislative body of the Community Facilities District, solely for purposes of establishing compliance with the requirements of Section 1.150 -2 of the Treasury Regulations. Capitalized undefined terms used herein shall have the meaning s ascribed thereto in the Internal Revenue Code of 1986 and in Section 1.150 -2 of the Treasury Regulations. This Resolution does not bind the Community Facilities District or the City to make any expenditure, incur any indebtedness or proceed with construction of the Facilities.

SECTION 3. All actions heretofore taken by the officers, employees and agents of the City with respect to the actions set forth above are hereby approved, confirmed and ratified.

SECTION 4. The officers, employees and agents of the City are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District to take all actions and do any and all things and to execute and deliver any and all agreement s, documents, certificates or instruments that t hey, or any of them, may deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution not inconsistent with the provisions hereof.

SECTION 5. This Resolution shall take effect immediately upon its adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 21st day of October 2025.

_____________________________________
PAUL S. LEON, MAYOR
992

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

993

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 2025- duly passed and adopted by the Ontario City Council at their regular meeting held October 21, 2025.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

994

4149-8992-0606.1

INDENTURE

by and between

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)

and

ZIONS BANCORPORATION, NATIONAL ASSOCIATION,

AS TRUSTEE

Dated as of ________ 1, 2025

Relating to
City of Ontario
Community Facilities District No. 71
(Neuhouse Phase 2)
Special Tax Bonds

995

TABLE OF CONTENTS
Page

i
4149-8992-0606.1

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY
Section 1.01. Definitions................................................................................................................ 3 Section 1.02. Rules of Construction ............................................................................................ 10 Section 1.03. Equal Security ........................................................................................................ 11

ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds; Special, Limited Obligations .......................................... 12 Section 2.02. Terms of Series 2025 Bonds .................................................................................. 12 Section 2.03. Execution of Bonds ................................................................................................ 13 Section 2.04. Authentication of Bonds ........................................................................................ 13 Section 2.05. Registration Books ................................................................................................. 14 Section 2.06. Transfer and Exchange of Bonds ........................................................................... 14 Section 2.07. Book-Entry System ................................................................................................ 14 Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen .......................................................... 16 Section 2.09. Temporary Bonds................................................................................................... 17

ARTICLE III
ISSUANCE OF SERIES 2025 BONDS; APPLICATION OF PROCEEDS; ADDITIONAL BONDS
Section 3.01. Issuance of Series 2025 Bonds .............................................................................. 18 Section 3.02. Application of Proceeds ......................................................................................... 18 Section 3.03. Costs of Issuance Fund .......................................................................................... 18 Section 3.04. Improvement Fund ................................................................................................. 19 Section 3.05. Conditions for the Issuance of Additional Bonds .................................................. 22 Section 3.06. Procedure for the Issuance of Additional Bonds ................................................... 24 Section 3.07. Additional Bonds ................................................................................................... 24

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Redemption of Series 2025 Bonds ......................................................................... 25 Section 4.02. Notice of Redemption ............................................................................................ 27 Section 4.03. Selection of Bonds for Redemption ....................................................................... 27 Section 4.04. Partial Redemption of Bonds ................................................................................. 28 996

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Section 4.05. Effect of Notice of Redemption ............................................................................. 28

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01. Pledge ..................................................................................................................... 29 Section 5.02. Special Tax Fund ................................................................................................... 29 Section 5.03. Bond Fund .............................................................................................................. 30 Section 5.04. Reserve Fund ......................................................................................................... 31 Section 5.05. Redemption Fund ................................................................................................... 32 Section 5.06. Rebate Fund ........................................................................................................... 32 Section 5.07. Administrative Expense Fund ................................................................................ 32 Section 5.08. Investment of Moneys............................................................................................ 33

ARTICLE VI

COVENANTS
Section 6.01. Collection of Special Tax Revenues ...................................................................... 35 Section 6.02. Foreclosure ............................................................................................................. 35 Section 6.03. Compliance with Act ............................................................................................. 36 Section 6.04. Punctual Payment................................................................................................... 36 Section 6.05. Extension of Payment of Bonds ............................................................................. 36 Section 6.06. Against Encumbrances; Defense of Pledge ........................................................... 36 Section 6.07. Tax Covenants ....................................................................................................... 36 Section 6.08. Non-Cash Payments of Special Tax ...................................................................... 37 Section 6.09. Reduction in Special Tax ....................................................................................... 37 Section 6.10. Continuing Disclosure ........................................................................................... 37 Section 6.11. Accounting Records ............................................................................................... 37 Section 6.12. State Reporting....................................................................................................... 37 Section 6.13. Annual Reports to the California Debt and Investment Advisory Commission ................................................................................................... 38 Section 6.14. Further Assurances ................................................................................................. 38

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default ................................................................................................... 39 Section 7.02. Foreclosure ............................................................................................................. 39 997

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Section 7.03. Other Remedies ...................................................................................................... 39 Section 7.04. Remedies Not Exclusive ........................................................................................ 40 Section 7.05. Application of Net Special Tax Revenues After Default ....................................... 40 Section 7.06. Power of Trustee to Enforce .................................................................................. 41 Section 7.07. Owners’ Direction of Proceedings ......................................................................... 41 Section 7.08. Limitation on Owners’ Right to Sue ...................................................................... 41 Section 7.09. Absolute Obligation ............................................................................................... 41 Section 7.10. Termination of Proceedings ................................................................................... 42 Section 7.11. No Waiver of Default ............................................................................................. 42

ARTICLE VIII

TRUSTEE
Section 8.01. Duties and Liabilities of Trustee ............................................................................ 43 Section 8.02. Qualifications; Removal and Resignation; Successors .......................................... 43 Section 8.03. Liability of Trustee ................................................................................................ 44 Section 8.04. Right to Rely on Documents and Opinions ........................................................... 46 Section 8.05. Accounting Records and Financial Statements...................................................... 47 Section 8.06. Preservation and Inspection of Documents............................................................ 47 Section 8.07. Compensation and Indemnification ....................................................................... 47

ARTICLE IX

SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures ........................................................................................ 49 Section 9.02. Effect of Supplemental Indenture .......................................................................... 50 Section 9.03. Endorsement of Bonds; Preparation of New Bonds .............................................. 50 Section 9.04. Amendment of Particular Bonds ............................................................................ 50

ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Indenture ......................................................................................... 51 Section 10.02. Bonds Deemed To Have Been Paid ..................................................................... 51 Section 10.03. Unclaimed Moneys .............................................................................................. 52

ARTICLE XI

MISCELLANEOUS
Section 11.01. Successor Is Deemed Included in All References to Predecessor ....................... 53 998

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Section 11.02. Limitation of Rights ............................................................................................. 53 Section 11.03. Destruction of Bonds ........................................................................................... 53 Section 11.04. Severability of Invalid Provisions ........................................................................ 53 Section 11.05. Notices ................................................................................................................. 53 Section 11.06. Evidence of Rights of Owners ............................................................................. 54 Section 11.07. Disqualified Bonds............................................................................................... 55 Section 11.08. Money Held for Particular Bonds ........................................................................ 55 Section 11.09. Funds and Accounts ............................................................................................. 55 Section 11.10. Business Days ...................................................................................................... 55 Section 11.11. Waiver of Personal Liability ................................................................................ 55 Section 11.12. Conflict with Act.................................................................................................. 56 Section 11.13. Conclusive Evidence of Regularity ..................................................................... 56 Section 11.14. Governing Laws ................................................................................................... 56 Section 11.15. Electronic Signature ............................................................................................. 56 Section 11.16. Execution in Several Counterparts ....................................................................... 56 EXHIBIT A PERMITTED INVESTMENTS ......................................................................... A-1 EXHIBIT B FORM OF SERIES 2025 BOND ........................................................................ B-1

999

4149-8992-0606.1

INDENTURE

THIS INDENTURE (this “Indenture”), dated as of ________ 1, 2025, is by and between CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2), a community facilities district organized and existing under the laws of the State of California (the “Community Facilities District”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the City Council of the City of Ontario has formed the Community Facilities District under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); WHEREAS, the Community Facilities District is authorized under the Act to levy a special tax (the “Special Tax”) to pay for the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Tax;
WHEREAS, in order to provide funds to finance a portion of the Facilities, the Community Facilities District desires to provide for the issuance of its City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Series 2025 Bonds”), in the aggregate principal amount of not to exceed $__________; WHEREAS, the Community Facilities District desires to provide for the issuance of additional bonds (the “Additional Bonds”) for refunding purposes payable from the Special Tax on a parity with the Series 2025 Bonds, provided that said issuance is in accordance with the Act and this Indenture (the Series 2025 Bonds and any such Additional Bonds being collectively referred to as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Community Facilities District has authorized the execution and delivery of this Indenture; and WHEREAS, the Community Facilities District has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Community Facilities District, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special , limited obligations of the Community Facilities District, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture has been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 1000

2 4149-8992-0606.1

Bonds by the owners thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Community Facilities District does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:
1001

3 4149-8992-0606.1

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any certificate, opinion or other document herein or therein mentioned, have the meanings herein specified. “Accounts” means the accounts from time to time established pursuant to this Indenture in any of the Funds established and maintained by the Trustee pursuant hereto. “Act” means the Mello -Roos Community Facilities Act of 1982, constituting Sections 53311 et seq. of the California Government Code.
“Additional Bonds” means Bonds other than Series 2025 Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06. “Administrative Expense Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.07.
“Administrative Expenses” means any reasonably necessary or appropriate expenses incurred in the administration of the Community Facilities District and the Bonds, including (a) the administrative and legal costs of levying and collecting the Special Tax (including costs incurred in connection with any appeals relating thereto and litigation expenses incurred in connection with the collection of such Special Tax), (b) the fees, costs and indemnifications due the Trustee, (c) the costs incurred with on- going disclosure in connection with the Bonds, ( d) the costs incurred in connection with the disclosure of the Special Tax to property owners and potential purchasers of property, (e) the amounts required to calculate and pay arbitrage rebate payments to the federal government, and (f) an allocable share of the salaries of the City staff providing services on behalf of the Community Facilities District directly related to the foregoing and an allocable share of City general administrative overhead related thereto.
“Affiliate” of another Person means (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as trustee, guardian, or other fiduciary, 50% or more of any class of equity securities of such other Person, and (b) each Person that controls, is controlled by or is under common control with or by such Person or any Affiliate of such Person. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions), and (b) the principal of the Outstanding Bonds due in such Bond Year (including by reason of mandatory sinking fund redemptions).
“Authorized Denominations” means (a) with respect to the Series 2025 Bonds, $5,000 and any integral multiple thereof, and (b) with respect to each Series of Additional Bonds, the 1002

4 4149-8992-0606.1

authorized denominations for such Series of Additional Bonds specified in the Supplemental Indenture pursuant to which such Additional Bonds are issued. “Authorized Representative” means, with respect to the Community Facilities District, the Mayor of the City, the City Manager of the City, the Assistant City Manager of the City , the Executive Director of Finance of the City and the Deputy City Treasurer of the City, and any other Person designated as an Authorized Representative of the Community Facilities District in a Written Certificate of the Community Facilities District submitted to the Trustee. “Average Annual Debt Service” means the average of the Annual Debt Service for all Bond Years, including the Bond Year in which the calculation is made. “Beneficial Owners” means those Persons for which the Participants have caused the Depository to hold Book-Entry Bonds.
“Bond Counsel” means a firm of nationally recognized bond counsel selected by the Community Facilities District.
“Bond Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.03.
“Bond Year” means the twelve-month period beginning on September 2 in each year and extending to the next succeeding September 1, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and end on September 1, 2026. “Bonds” means the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds issued hereunder, and includes the Series 2025 Bonds and any Additional Bonds.
“Book-Entry Bonds” means the Bonds of a Series registered in the name of the Depository, or the Nominee thereof, as the registered owner thereof pursuant to the terms and provisions of Section 2.07.
“Business Day” means a day that is not (a) a Saturday, Sunday or legal holiday in the State, (b) a day on which banking institutions in the State, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“Circulation System Facility” has the meaning ascribed to the term “Circulation System Segment” in the NMC Acquisition Agreement.
“City” means the City of Ontario, a general law city organized and existing under the laws of the State, and its successors.
“City Council” means the City Council of the City.
1003

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“City Facilities Account” means the Account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “City Park Account” means the Account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “Closing Date” means the date upon which the Series 2025 Bonds are delivered to the Original Purchaser, being ___________, 2025.
“Code” means the Internal Revenue Code of 1986.
“Community Facilities District” means City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2), a community facilities district organized and existing under the laws of the State, and its successors.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of ________ 1, 2025, by and between the Community Facilities District and Zions Bancorporation, National Association, as Trustee, as originally executed and as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. “Corresponding Bond Year” means, with respect to any Fiscal Year, the Bond Year that commences in such Fiscal Year.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Community Facilities District relating to the authorization, issuance, sale and delivery of the Bonds, including printing expenses, rating agency fees, filing and recording fees, initial fees, expenses and charges of the Trustee and its counsel, including the Trustee’s first annual administrative fee, fees, charges and disbursements of attorneys, municipal advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, any premium for a bond insurance policy securing payment of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds. “Costs of Issuance Fund” means the Fund by that name established and held by the Trustee pursuant to Section 3.03.
“County” means the County of San Bernardino, a county and political subdivision of the State organized and existing under the laws of the State, and any successor thereto. “County Assessor” means the Assessor of the County.
“County Auditor” means the Auditor-Controller of the County. “Defeasance Securities” means (a) non-callable direct obligations of the United States of America (“United States Treasury Obligations”), and (b) evidences of ownership of proportionate interests in future interest and principal payments on United States Treasury Obligations held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying 1004

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United States Treasury Obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.
“Depository” means DTC, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.07. “DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York.
“Electronic Means” means e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Event of Default” means any event specified in Section 7.01. “Facilities” means the public facilities authorized to be financed by the Community Facilities District, as described in the Resolution of Formation. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve -month period hereafter selected and designated as the official fiscal year period of the Community Facilities District. “Funds” means the separate funds from time to time established and maintained by the Trustee pursuant hereto.
“Improvement Fund” means the Fund by that name established and held by the Trustee pursuant to Section 3.04.
“Indenture” means this Indenture, dated as of ________ 1, 2025, by and between the Community Facilities District and Zions Bancorporation, National Association, as Trustee, as originally executed and as it may be amended , supplemented or otherwise modified from time to time by any Supplemental Indenture.
“Independent Consultant” means any consultant or firm of such consultants selected by the Community Facilities District and who, or each of whom (a) is generally recognized to be qualified in the financial consulting field, (b) is in fact independent and not under the control of the Community Facilities District, the City, NMC Builders, LS-ONTARIO II or any Affiliate thereof, (c) does not have any substantial interest, direct or indirect (i) with or in the Community Facilities District, the City, NMC Builders, LS-ONTARIO II or any Affiliate thereof , (ii) with or in any owner of real property in the Community Facilities District , or (iii) in any real property in the Community Facilities District, and (d) is not connected with the Community Facilities District, the City, NMC Builders, LS-ONTARIO II or any Affiliate thereof as an officer or employee thereof, but who may be regularly retained to make reports to the Community Facilities District or the City. “Interest Account” means the Account by that name within the Bond Fund established and held by the Trustee pursuant to Section 5.03.
1005

7 4149-8992-0606.1

“Interest Payment Dates” means March 1 and September 1 of each year, commencing [March 1, 2026].
“Letter of Representations” means the Letter of Representations from the Community Facilities District to the Depository, in which the Community Facilities District makes certain representations with respect to issues of its securities for deposit by the Depository. “LS-ONTARIO II” means LS-ONTARIO II LLC, a limited liability company organized and existing under the laws of the state of Delaware, and any successor thereto. “LS-ONTARIO II Acquisition Account” means the Account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “LS-ONTARIO II Acquisition Agreement” means the Acquisition and Funding Agreement, dated as of April 1, 2023, by and between the City and LS-ONTARIO II, as originally executed and as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
“LS-ONTARIO II Facilities” has the meaning ascribed to the term “Facilities” in the LS- ONTARIO II Acquisition Agreement.
“LS-ONTARIO II Payment Request” has the meaning ascribed to the term “Payment Request” in the LS-ONTARIO II Acquisition Agreement.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year, including the Bond Year in which the calculation is made. “Moody’s” means Moody’s Investors Service, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Community Facilities District. “Net Special Tax Revenues” means Special Tax Revenues, less amounts required to pay Administrative Expenses.
“NMC Acquisition Account” means the Account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “NMC Acquisition Agreement” means the Amended and Restated Acquisition and Funding Agreement, dated as of November 1, 2022, by and between the City and NMC Builders, as originally executed and as it may be amended , supplemented or otherwise modified from time to time in accordance with the terms thereof.
“NMC Builders” means NMC Builders, LLC, a limited liability company organized and existing under the laws of the State of California, and any successor thereto. 1006

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“NMC Facilities ” has the meaning ascribed to the term “Facilities” in the NMC Acquisition Agreement.
“NMC Payment Request” has the meaning ascribed to the term “Payment Request” in the NMC Acquisition Agreement.
“Nominee” means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to Section 2.07.
“Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Community Facilities District by the Trustee in writing; provided, however, that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted, which other office or agency shall be specified to the Community Facilities District by the Trustee in writing. “Ordinance” means any ordinance adopted by the City Council levying the Special Tax. “Original Purchaser” means the original purchaser of the Series 2025 Bonds from the Community Facilities District.
“Outstanding” means, when used as of any particular time with reference to Bonds, subject to the provisions of Section 11.07, all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation, (b) Bonds with respect to which all liability of the Community Facilities District shall have been discharged in accordance with Section 10.01, and (c) Bonds in lieu of which other Bonds shall have been authenticated and delivered by the Trustee, or that have been paid without surrender thereof, pursuant to Section 2.08. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity that is recognized as a participant by DTC in the book-entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed to such term in the Continuing Disclosure Agreement.
“Permitted Investments” is defined in Exhibit A hereto. “Person” means an individual, corporation, limited liability company, firm, association, partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Account” means the Account by that name within the Bond Fund established and held by the Trustee pursuant to Section 5.03.
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“Rate and Method” means the rate and method of apportionment of the Special Tax approved by the qualified electors of the Community Facilities District. “Rebate Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.06.
“Rebate Requirement” has the meaning ascribed to such term in the Tax Certificate. “Record Date” means, with respect to interest payable on any Interest Payment Date, the 15th calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.05.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05. “Reserve Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.04.
“Reserve Requirement” means, as of the date of any calculation, the least of (a) “10% of the proceeds of the issue,” within the meaning of Section 148 of the Code, with respect to the Bonds (excluding from such calculation Bonds refunded with the proceeds of subsequently issued Bonds), (b) Maximum Annual Debt Service, and (c) 125% of Average Annual Debt Service. “Resolution of Formation” means Resolution No. 2024- 073, adopted by the City Council on July 2, 2024, as originally adopted and as it may be amended, supplemented or otherwise modified from time to time.
“S&P” means S&P Global Ratings , a business unit of Standard and Poor’s Financial Services, LLC, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Community Facilities District.
“Series” means the initial series of Bonds executed, authenticated and delivered on the date of initial issuance of the Bonds and designated pursuant to this Indenture as the Series 2025 Bonds, and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds.
“Series 2025 Bonds” means the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025, issued hereunder. “Services” has the meaning ascribed to such term in the Rate and Method. 1008

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“Special Tax” means the special tax described and defined in the Rate and Method as “Special Tax A” approved by the qualified electors to be levied within the Community Facilities District pursuant to the Act and the Rate and Method.
“Special Tax Fund” means the Fund by that name established and held by the Trustee pursuant to Section 5.02.
“Special Tax Revenues” means the proceeds of the Special Tax received by or on behalf of the Community Facilities District, other than proceeds of the Special Tax levied to pay the costs of Services received by or on behalf of the Community Facilities District, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax, which shall be limited to the amount of said lien and interest and penalties thereon.
“State” means the State of California.
“Supplemental Indenture” means any supplemental indenture modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Community Facilities District at the time of issuance of the Series 2025 Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
“Trustee” means Zions Bancorporation, National Association , a national banking association organized and existing under the laws of the United States of America, or any successor thereto as Trustee hereunder substituted in its place as provided herein. “Verification Report” means, with respect to the deemed payment of Bonds pursuant to clause (ii) of Section 10.02(a), a report of a nationally recognized certified public accountant, or firm of such accountants, verifying that the Defeasance Securities and cash, if any, deposited in connection with such deemed payment satisfy the requirements of clause (ii) of Section 10.02(a). “Written Certificate” and “Written Request” of the Community Facilities District mean, respectively, a written certificate or written request signed in the name of the Community Facilities District by an Authorized Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02. Rules of Construction . (a) The terms defined herein expressed in the singular shall, unless the context otherwise indicates, include the plural and vice versa. (b) The use herein of the masculine, feminine or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine or neuter gender, as appropriate.
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(c) References herein to a document shall include all amendments, supplements or other modifications to such document, and any replacements, substitutions or novation of, that document.
(d) Any term defined herein by reference to another document shall continue to have the meaning ascribed thereto whether or not such other document remains in effect. (e) The use herein of the words “including” and “includes,” and words of similar import, shall be deemed to be followed by the phrase “without limitation.” (f) Headings of Article s and Section s herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(g) All references herein to designated “Articles,” “Sections,” “Exhibits,” “subsections,” “paragraphs,” “clauses,” and other subdivisions are to the designated Articles, Sections, Exhibits, subsections, paragraphs, clauses, and other subdivisions of this Indenture. (h) The words “hereof” (except when preceded by a specific Section or Article reference) “herein,” “hereby,” “hereunder,” “hereinabove,” “hereinafter,” and other equivalent words and phrases used herein refer to this Indenture and not solely to the particular portion hereof in which any such word is used.
(i) Any reference to a Person, or a Person in a specified capacity, shall be construed to include such Person’s successors or such Person’s successors in such capacity, as the case may be.

Section 1.03. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Community Facilities District, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds that may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Community Facilities District shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. 1010

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ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds; Special , Limited Obligations. (a) The Community Facilities District hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture, the Act and other applicable laws of the State. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein. The Bonds shall be designated generally as the “City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds,” each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds. (b) The Bonds shall be special , limited obligations of the Community Facilities District, payable, as provided herein, solely from Net Special Tax Revenues and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Community Facilities District (except to the limited extent set forth herein), the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds.

Section 2.02. Terms of Series 2025 Bonds. (a) The Series 2025 Bonds shall be designated “City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2 ) Special Tax Bonds, Series 2025 .” The aggregate principal amount of Series 2025 Bonds that may be issued and Outstanding under this Indenture shall not exceed $__________, except as may be otherwise provided in Section 2.08.
(b) The Series 2025 Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2025 Bond shall have more than one maturity date. The Series 2025 Bonds shall be dated as of the Closing Date, shall be in the aggregate principal amount of $__________, shall mature on September 1 of each year, shall bear interest at the rates per annum (calculated on the basis of a 360 -day year comprised of twelve 30- day months) and shall be in the principal amounts as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
2026 $ %
2027
2028
2029
2030
2031
2032
2033
2034
2039
2044
2049
2055
2056
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(c) Interest on the Series 2025 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2025 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Series 2025 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Series 2025 Bond is in default as of the date of authentication thereof , in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first -class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2025 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Series 2025 Bond that is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Series 2025 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date.
(d) The principal of the Series 2025 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(e) The Series 2025 Bonds shall be subject to redemption as provided in Article IV. (f) The Series 2025 Bonds shall be in substantially the form set forth in Exhibit B hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

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

Section 2.04. Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit B hereto for the Series 2025 Bonds, manually executed by the Trustee, shall be valid or obligatory for any 1012

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purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.05. Registration Books . The Trustee shall keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the Community Facilities District. Upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds.

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

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

Section 2.07. Book-Entry System. (a) Prior to the issuance of a Series of Bonds, the Community Facilities District may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be in the form of a separate single fully registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2025 Bonds shall initially be issued as Book-Entry Bonds.

Payment of principal of, and interest and premium, if any, on, any Book- Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the Nominee. Such payments shall be made to the Nominee at the address that is, on the Record Date, shown for the Nominee in the Registration Books. (b) With respect to Book- Entry Bonds, the Community Facilities District and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of 1013

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which such a Participant holds an interest in such Book- Entry Bonds. Without limiting the immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book- Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book- Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book -Entry Bonds of a maturity to be redeemed in the event such Book- Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on Book-Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Community Facilities District and the Trustee may treat and consider the Person in whose name each Book- Entry Bond is registered in the Registration Books as the absolute Owner of such Book- Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book- Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Community Facilities District and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book- Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book- Entry Bond, or (ii) if the Depository is the sole Owner of such Book- Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book- Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book -Entry Bond. Upon delivery by the Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
(f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Community Facilities District shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Community Facilities District or the Trustee any obligation whatsoever with respect to Persons having interests in such Book -Entry Bonds other than the Owners, as shown 1014

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on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Community Facilities District, the Community Facilities District and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book- Entry Bonds for the Depository’s book- entry program.
(g) In the event the Community Facilities District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts.

In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Community Facilities District shall discontinue the Book -Entry system with the Depository. If the Community Facilities District determines to replace the Depository with another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of a new single, separate, fully registered Bond of the appropriate Series for each maturity date of such Book- Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Community Facilities District fails to identify another qualified securities depository to replace the Depository, then the Book- Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Community Facilities District to do so, the Community Facilities District shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book -Entry Bonds to any Participant having Book- Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds. (h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book- Entry Bond of such Series is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository.
(i) In connection with any notice or other communication to be provided to Owners pursuant to this Indenture by the Community Facilities District or the Trustee, with respect to any consent or other action to be taken by Owners of Book- Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Community Facilities District, at the expense of the Owner of said Bond, shall 1015

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

Section 2.09. Temporary Bonds . The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Community Facilities District, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Community Facilities District and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Community Facilities District issues temporary Bonds of a Series it shall execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series and maturities in Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder. 1016

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ARTICLE III

ISSUANCE OF SERIES 2025 BONDS; APPLICATION OF PROCEEDS; ADDITIONAL BONDS
Section 3.01. Issuance of Series 2025 Bonds. The Community Facilities District may at any time execute the Series 2025 Bonds and deliver the same to the Trustee. The Trustee shall authenticate the Series 2025 Bonds and deliver the Series 2025 Bonds to the Original Purchaser upon receipt of a Written Request of the Community Facilities District and upon receipt of the purchase price therefor.

Section 3.02. Application of Proceeds . (a) On the Closing Date, the proceeds of the sale of the Series 2025 Bonds received by the Trustee, $__________, shall be deposited by the Trustee as follows:
(i) the Trustee shall deposit the amount of $_______ in the Costs of Issuance Fund;
(ii) the Trustee shall deposit the amount of $_______ in the Reserve Fund, which is equal to the Reserve Requirement;
(iii) [the Trustee shall deposit the amount of $________ in the LS-ONTARIO II Acquisition Account;
(iv) the Trustee shall deposit the amount of $________ in the City Park Account; and
(v) the Trustee shall deposit the amount of $________ in the NMC Acquisition Account.
(b) On the Closing Date, the amount transferred by the Community Facilities District to the Trustee, $_________, which consists of amounts of the Special Tax collected by the Community Facilities District, shall be deposited by the Trustee in the LS-ONTARIO II Acquisition Account.]
Section 3.03. Costs of Issuance Fund . (a) The Trustee shall establish and maintain a separate Fund designated the “Costs of Issuance Fund.” On the Closing Date, the Trustee shall deposit in the Costs of Issuance Fund the amount required to be deposited therein pursuant to Section 3.02. There shall additionally be deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued. (b) The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment , (iii) the purpose for which such costs were incurred, (iv) that such payment is a proper charge against the Costs of Issuance Fund, and (v) that payment of such amount has not been the subject of a prior disbursement from the Costs 1017

19 4149-8992-0606.1

of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder. On the last Business Day that is no later than six months after the Closing Date, the Trustee shall transfer any amount remaining in the Costs of Issuance Fund to the City Park Account, and, upon making such transfer, the Costs of Issuance Fund shall be closed. (c) If the Costs of Issuance Fund has been closed in accordance with the provisions hereof, the Costs of Issuance Fund shall be reopened and reestablished by the Trustee in connection with the issuance of any Additional Bonds, if so provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 3.04. Improvement Fund. (a) The Trustee shall establish and maintain a separate Fund designated the “Improvement Fund.” Within the Improvement Fund, the Trustee shall establish and maintain a separate Account designated the “ LS-ONTARIO II Acquisition Account,” a separate Account designated the “ NMC Acquisition Account,” a separate Account designated the “ City Facilities Account,” and a separate Account designated the “City Park Account.” On the Closing Date, the Trustee shall deposit in each of the Accounts within the Improvement Fund the amount, if any, required to be deposited therein pursuant to Section 3.02.

There shall additionally be deposited in each of the Accounts within the Improvement Fund (i) the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued, and (ii) amounts received by the Trustee when accompanied by a Written Request of the Community Facilities District that such amounts are to be deposited in such Account , which amounts may include Special Tax Revenues collected and received by the Community Facilities District prior to the Closing Date.
(b) The moneys in the LS -ONTARIO II Acquisition Account shall be used and withdrawn by the Trustee from time to time to pay the costs of the LS -ONTARIO II Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment , (iii) the purpose for which such costs were incurred, (iv) that such payment is for costs of the LS- ONTARIO II Facilities and is a proper charge against the LS-ONTARIO II Acquisition Account, (v) that payment of such costs has not been the subject of a prior disbursement from any of the Accounts within the Improvement Fund, and (vi) whether or not such costs of the LS-ONTARIO II Facilities are to be paid pursuant to a LS -ONTARIO II Payment Request submitted in accordance with the LS -ONTARIO II Acquisition Agreement, in each case together with a statement or invoice for each amount requested thereunder. If costs of the LS -ONTARIO II Facilities are to be paid pursuant to a LS-ONTARIO II Payment Request submitted in accordance with the LS -ONTARIO II Acquisition Agreement, a duplicate original of the signed and approved LS-ONTARIO II Payment Request relating to such costs of the LS -ONTARIO II Facilities, together with all exhibits and attachments thereto, must accompany such Written Request of the Community Facilities District.

Upon the submission of a Written Certificate of the Community Facilities District stating (i) that the portion of the LS -ONTARIO II Facilities to be financed from the LS -ONTARIO II Acquisition Account has been completed and that all costs of such LS-ONTARIO II Facilities have been paid, or (ii) that such portion of the LS -ONTARIO II Facilities has been substantially completed and that all remaining costs of such portion of the LS-ONTARIO II Facilities have been 1018

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determined and specifying the amount to be retained therefor, the Trustee shall transfer all of the amount remaining in the LS-ONTARIO II Acquisition Account (less any such retention) to the City Park Account.
(c) The moneys in the NMC Acquisition Account shall be used and withdrawn by the Trustee from time to time to pay the costs of the NMC Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment , (iii) the purpose for which such costs were incurred, (iv) that such payment is for costs of the NMC Facilities and is a proper charge against the NMC Acquisition Account, (v) that payment of such costs has not been the subject of a prior disbursement from any of the Accounts within the Improvement Fund or from any other fund or account established with respect to a community facilities district formed by the City Council and from which costs of NMC Facilities are authorized to be paid, and (vi) whether or not such costs of the NMC Facilities are to be paid pursuant to a NMC Payment Request submitted in accordance with the NMC Acquisition Agreement, in each case together with a statement or invoice for each amount requested thereunder. If costs of the NMC Facilities are to be paid pursuant to a NMC Payment Request submitted in accordance with the NMC Acquisition Agreement, a duplicate original of the signed and approved NMC Payment Request relating to such costs of the NMC Facilities, together with all exhibits and attachments thereto, must accompany such Written Request of the Community Facilities District.

If, on the date the Community Facilities District submits to the Trustee a Written Request of the Community Facilities District to pay costs of the NMC Facilities, there are insufficient moneys in the NMC Acquisition Account to pay such costs in full, the amount remaining unpaid shall be paid as and to the extent that moneys are subsequently deposited in the NMC Acquisition Account, but only after the payment in full of all amounts that the Community Facilities District, by a Written Request of the Community Facilities District, previously directed the Trustee to pay from the NMC Acquisition Account.

If the NMC Payment Request submitted to the Trustee pursuant to this subsection requests that the costs of the NMC Facilities to be paid thereunder be paid to the Person or Persons, in the amounts, set forth in the completed Purchase Price Payment Instructions attached to such NMC Payment Request as Attachment B, the Trustee shall, as and when amounts become available in the NMC Acquisition Account to pay all or a portion of such costs, pay from the NMC Acquisition Account such costs or portion thereof to such Person or Persons. If the NMC Payment Request submitted to the Trustee pursuant to this subsection indicates that the costs of the NMC Facilities to be paid thereunder be paid to the Person or Persons, in the amounts, to be set forth in Purchase Price Payment Instructions to be submitted to the Trustee as and when amounts become available in the NMC Acquisition Account to pay all or a portion of such costs, the Trustee shall, as and when such amounts become available, notify NMC Builders in writing of (i) the number or other designation of the NMC Payment Request pursuant to which such payment of such costs is requested to be made, (ii) the amount available in the NMC Acquisition Account to pay such costs or portion thereof, and (iii) the name of the Community Facilities District, and, upon submission to the Trustee by NMC Builders of completed and signed Purchase Price Payment Instructions in the form attached to such NMC Payment Request as Attachment B, the Trustee shall pay from the NMC Acquisition Account such costs or portion thereof to the Person or Persons, in the amounts, set forth in such Purchase Price Payment Instructions.
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If, on the date the Community Facilities District submits to the Trustee a Written Request of the Community Facilities District to pay 85% of the costs of a Circulation System Facility, there are insufficient moneys in the NMC Acquisition Account to pay such portion of such costs in full, the amount remaining unpaid shall be paid as and to the extent that moneys are subsequently deposited in the NMC Acquisition Account , but only after the payment in full of all amounts that the Community Facilities District, by a Written Request of the Community Facilities District, previously directed the Trustee to pay from the NMC Acquisition Account.

If the NMC Payment Request submitted to the Trustee pursuant to this subsection requests that 85% of the costs of a Circulation System Facility to be paid thereunder be paid to the Person or Persons, in the amounts, set forth in the completed Purchase Price Payment Instructions attached to such NMC Payment Request as Attachment B, the Trustee shall, as and when amounts become available in the NMC Acquisition Account to pay all or a portion of such costs, pay from the NMC Acquisition Account such costs or portion thereof to such Person or Persons. If the NMC Payment Request submitted to the Trustee pursuant to this subsection indicates that 85% of the costs of a Circulation System Facility to be paid thereunder be paid to the Person or Persons, in the amounts, to be set forth in Purchase Price Payment Instructions to be submitted to the Trustee as and when amounts become available in the NMC Acquisition Account to pay all or a portion of such costs, the Trustee shall, as and when such amounts become available, notify NMC Builders in writing of (i) the number or other designation of the NMC Payment Request pursuant to which such payment of such costs is requested to be made, (ii) the amount available in the NMC Acquisition Account to pay such costs or portion thereof, and (iii) the name of the Community Facilities District, and, upon submission to the Trustee by NMC Builders of completed and signed Purchase Price Payment Instructions in the form attached to such NMC Payment Request as Attachment B, the Trustee shall pay from the NMC Acquisition Account such costs or portion thereof to the Person or Persons, in the amounts, set forth in such Purchase Price Payment Instructions.

Upon the submission of a Written Certificate of the Community Facilities District stating (i) that the portion of the NMC Facilities to be financed from the NMC Acquisition Account has been completed and that all costs of such NMC Facilities have been paid, or (ii) that such portion of the NMC Facilities has been substantially completed and that all remaining costs of such portion of the NMC Facilities have been determined and specifying the amount to be retained therefor, the Trustee shall (A) if the amount remaining in the NMC Acquisition Account (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of $5,000 that is not greater than such amount to the Redemption Fund, to be applied to the redemption of Bonds as directed by the Community Facilities District, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the NMC Acquisition Account (less any such retention) to the Interest Account, to be applied to the payment of interest on the Bonds. (d) The moneys in the City Facilities Account shall be used and withdrawn by the Trustee from time to time to pay the costs of the Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment , (iii) the purpose for which such costs were incurred, (iv) that such payment is for costs of the Facilities and is a proper charge against the City Facilities Account, and (v) that payment of such costs has not been the subject of 1020

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a prior disbursement from any of the Accounts within the Improvement Fund, in each case together with a statement or invoice for each amount requested thereunder.

Upon the submission of a Written Certificate of the Community Facilities District stating (i) that the portion of the Facilities to be financed from the City Facilities Account has been completed and that all costs of such Facilities have been paid, or (ii) that such portion of the Facilities has been substantially completed and that all remaining costs of such portion of the Facilities have been determined and specifying the amount to be retained therefor, the Trustee shall (A) if the amount remaining in the City Facilities Account (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of $5,000 that is not greater than such amount to the Redemption Fund, to be applied to the redemption of Bonds as directed by the Community Facilities District, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the City Facilities Account (less any such retention) to the Interest Account , to be applied to the payment of interest on the Bonds.
(e) The moneys in the City Park Account shall be used and withdrawn by the Trustee from time to time to pay the costs of the Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment, (iii) the purpose for which such costs were incurred, (iv) that such payment is for costs of the Facilities and is a proper charge against the City Park Account , and (v) that payment of such costs has not been the subject of a prior disbursement from any of the Accounts within the Improvement Fund, in each case together with a statement or invoice for each amount requested thereunder.

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

Section 3.05. Conditions for the Issuance of Additional Bonds . The Community Facilities District may at any time issue one or more Series of Additional Bonds payable from Net Special Tax Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) upon the issuance of such Additional Bonds, no Event of Default shall have occurred and be continuing hereunder;
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(b) the issuance of such Additional Bonds shall have been authorized under and pursuant to this Indenture and the Act and shall have been provided for by a Supplemental Indenture, which shall specify the following:
(i) the purposes for which the proceeds of such Additional Bonds are to be applied, which purposes may only include one or more of (A) providing funds to refund any Bonds previously issued hereunder, ( B) providing funds to pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, and (C) providing funds to make any deposit to the Reserve Fund required pursuant to paragraph (viii) below;
(ii) the designation of such Series of Additional Bonds , the aggregate principal amount of the Additional Bonds of such Series, and the principal amount of, and the interest rate to be borne by, each maturity of such Additional Bonds;
(iii) that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period of not longer than twelve months;
(iv) the date, the maturity date or dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that each such maturity date and date on which a mandatory sinking fund redemption is to be made shall be a September 1 and, provided, further, that serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(v) the Authorized Denominations of such Additional Bonds; (vi) the redemption premiums and terms, if any, for such Additional Bonds;
(vii) the form of such Additional Bonds;
(viii) the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, however, that the amount on deposit in the Reserve Fund at the time that such Additional Bonds become Outstanding shall be at least equal to the Reserve Requirement; and (ix) such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(c) The Community Facilities District shall have received a certificate from an Independent Consultant certifying that Annual Debt Service in each Bond Year, calculated for all Bonds that will be Outstanding after the issuance of such Additional 1022

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Bonds, will be less than or equal to Annual Debt Service in such Bond Year, calculated for all Bonds that are Outstanding immediately prior to the issuance of such Additional Bonds.

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

Section 3.06. Procedure for the Issuance of Additional Bonds . At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Community Facilities District for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) a certified copy of the Supplemental Indenture authorizing the issuance of such Additional Bonds;
(b) a Written Request of the Community Facilities District as to the delivery of such Additional Bonds;
(c) a Written Certificate of the Community Facilities District stating that the conditions precedent to the issuance of such Additional Bonds specified in Section 3.05 have been satisfied;
(d) an opinion of Bond Counsel substantially to the effect that (i) this Indenture, as modified and amended by all Supplemental Indentures theretofore, or thereupon being, entered into has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, the Community Facilities District, (ii) such Additional Bonds constitute valid and binding special , limited obligations of the Community Facilities District, and (iii) the issuance of such Additional Bonds, in and of itself, will not adversely affect the exclusion of interest on the Bonds Outstanding prior to the issuance of such Additional Bonds from gross income for federal income tax purposes;
(e) the proceeds of the sale of such Additional Bonds; and (f) such further documents or money as are required by the provisions hereof or by the provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 3.07. Additional Bonds. The Community Facilities District shall not incur any obligations payable from Net Special Tax Revenues on a parity with the Bonds, except as provided in Sections 3.05 and 3.06.
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ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Redemption of Series 2025 Bonds. (a) Optional Redemption. The Series 2025 Bonds maturing on and after September 1, 20__, shall be subject to optional redemption, in whole, or in part in Authorized Denominations, on any date on or after September 1, 20__ from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the prin cipal amount of the Series 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
The Community Facilities District shall give the Trustee written notice of its intention to redeem Series 2025 Bonds pursuant to this subsection not less than 45 days prior to the applicable redemption date, unless a later date is agreed to by the Trustee. (b) Mandatory Redemption from Special Tax Prepayments. The Series 2025 Bonds shall be subject to mandatory redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of Special Tax prepayments required to be applied thereto pursuant to Section 5.02(a) and any amount required to be applied thereto pursuant to Section 5.04(c), at the following respective Redemption Prices (expressed as percentages of the principal amount of the Series 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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

(c) Mandatory Sinking Fund Redemption. The Series 2025 Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 20__, at a Redemption Price equal to the principal amount of the Series 2025 Bonds maturing September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:
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Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed
20__ $
20__
20__
20__
20__ (Maturity)

If some but not all of the Series 2025 Bonds maturing on September 1, 20__ are redeemed pursuant to Section 4.01(a), the principal amount of the Series 2025 Bonds maturing on September 1, 20__ to be redeemed pursuant to Section 4.01(c) on any subsequent September 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the Community Facilities District in a Written Certificate of the Community Facilities District submitted to the Trustee; provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount of the Series 2025 Bonds maturing on September 1, 20__ redeemed pursuant to Section

4.01(a). If some but not all of the Series 2025 Bonds maturing on September 1, 20__ are redeemed pursuant to Section 4.01(b), the principal amount of the Series 2025 Bonds maturing on September 1, 20__ to be redeemed pursuant to Section 4.01(c) on any subsequent September 1 shall be reduced by the aggregate principal amount of the Series 2025 Bonds maturing on September 1, 20__ so redeemed pursuant to Section 4.01(b), such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Community Facilities District.

The Series 2025 Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 2040, at a Redemption Price equal to the principal amount of the Series 2025 Bonds maturing September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed
20__ $
20__
20__
20__
20__ (Maturity)

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amount of the Series 2025 Bonds maturing on September 1, 20__ redeemed pursuant to Section

Section 4.02. Notice of Redemption . The Trustee on behalf and at the expense of the Community Facilities District shall mail (by first- class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books and to the Original Purchaser , at least 30 but not more than 60 days prior to the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any, the Bond numbers and the maturity or maturities of the Bonds to be redeemed (except in the event of redemption of all of the Bonds of such maturity or maturities in whole), and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. With respect to any notice of any optional redemption of Bonds, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of Section 10.02, such notice shall state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the Community Facilities District shall not be required to redeem such Bonds. In the event a notice of redemption of Bonds contains such a condition and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption shall not be made and the Trustee shall, within a reasonable time after the date on which such redemption was to occur, give notice to the Persons and in the manner in which the notice of redemption was given, that such moneys were not so received and that there shall be no redemption of Bonds pursuant to such notice of redemption.

Section 4.03. Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Community Facilities District, (b) with respect to any redemption pursuant to Section 4.01(b) and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity 1026

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in any manner that the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all Bonds shall be deemed to be comprised of the greatest number of separate denominations that would result in each such denomination being an Authorized Denomination and each such separate denomination shall be treated as a separate Bond that may be separately redeemed.

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

Section 4.05. Effect of Notice of Redemption . (a) Notice of redemption of the Bonds subject to redemption having been mailed as aforesaid, and moneys for the Redemption Price thereof, and the interest thereon to the applicable date fixed for redemption, having been set aside with the Trustee, such Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. (b) If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.
(c) All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed. 1027

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ARTICLE V

SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01. Pledge. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act, the Community Facilities District hereby pledges, and grants a lien on and a security interest in, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund to the Trustee for the benefit of the Owners . Said pledge shall constitute a first lien and security interest, and such assets shall immediately be subject to such lien without the physical delivery of such assets or further act, and such lien shall be valid and binding as against all Persons having claims of any kind in tort, contract or otherwise against the Community Facilities District irrespective of whether any such Persons have notice of such lien and without the filing or recording hereof except in the records of the Community Facilities District.

Section 5.02. Special Tax Fund. (a) The Trustee shall establish and maintain a separate Fund designated the “Special Tax Fund.” As soon as practicable after the receipt by the Community Facilities District of any Special Tax Revenues, but in any event no later than the date ten Business Days after such receipt, the Community Facilities District shall transfer such Special Tax Revenues to the Trustee for deposit in the Special Tax Fund; provided, however, that with respect to any such Special Tax Revenues that represent a Special Tax prepayment (i) said Special Tax prepayment shall be identified as such in a Written Certificate of the Community Facilities District submitted to the Trustee at the time such Special Tax prepayment is transferred to the Trustee, (ii) the portion of such Special Tax prepayment that is to be applied to the Redemption Price of the Bonds shall be identified in such Written Certificate of the Community Facilities District, shall be deposited by the Trustee in the Redemption Fund and shall be applied to the redemption of Bonds pursuant to Section 4.01(b) and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, and (iii) the portion of such Special Tax prepayment that is to be applied to the payment of interest on the Bonds to be so redeemed shall be identified in such Written Certificate of the Community Facilities District, shall be deposited by the Trustee in the Interest Account and shall be applied to the payment of such interest.
(b) Upon receipt of a Written Request of the Community Facilities District, the Trustee shall withdraw from the Special Tax Fund and transfer to the Administrative Expense Fund the amount specified in such Written Request of the Community Facilities District as the amount necessary to be transferred thereto in order to have sufficient amounts available therein to pay Administrative Expenses.
(c) No later than the Business Day immediately preceding each Interest Payment Date, after having made any requested transfer to the Administrative Expense Fund, the Trustee shall withdraw from the Special Tax Fund Net Special Tax Revenues in an amount sufficient to enable the Trustee to make the following transfers in the following order of priority:
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(i) Interest Account. To the Interest Account, the amount, if any, necessary to cause the amount on deposit in the Interest Account to be equal to the interest due on the Bonds on such Interest Payment Date;
(ii) Principal Account . To the Principal Account, the amount, if any, necessary to cause the amount on deposit in the Principal Account to be equal to the principal, if any, due on the Bonds on such Interest Payment Date, including principal due and payable by reason of mandatory sinking fund redemption of such Bonds; and (iii) Reserve Fund . To the Reserve Fund, the amount, if any, necessary to cause the amount on deposit in the Reserve Fund to be equal to the Reserve Requirement. (d) So long as the City Facilities Account has not been c losed pursuant to Section 3.04(d), on each September 2, after having made any requested transfer to the Administrative Expense Fund, the Trustee shall transfer from the Special Tax Fund to the City Facilities Account any amount remaining in the Special Tax Fund; provided, however, that the Community Facilities District may, in a Written Request of the Community Facilities District submitted to the Trustee prior to such September 2, direct the Trustee to retain in the Special Tax Fund all or a portion of such remaining amount.

Section 5.03. Bond Fund. (a) The Trustee shall establish and maintain a separate Fund designated the “Bond Fund.” Within the Bond Fund, the Trustee shall establish and maintain a separate Account designated the “Principal Account” and a separate Account designated the “Interest Account.” The Trustee shall deposit in the Interest Account and the Principal Account from time to time the amounts required to be deposited therein pursuant to Section 5.02. There shall additionally be deposited in the Interest Account the portion, if any, of the proceeds of the sale of Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(b) In the event that, on the Business Day prior to an Interest Payment Date , after the deposit in the Interest Account of the amounts required to be deposited therein pursuant to Section 5.02, amounts in the Interest Account are insufficient to pay the interest on the Bonds due and payable on such Interest Payment Date, the Trustee shall withdraw from the Reserve Fund, to the extent of any funds therein, the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Interest Account.
(c) On each Interest Payment Date, the Trustee shall withdraw from the Interest Account for payment to the Owners of the Bonds the interest on the Bonds then due and payable. (d) In the event that, on the Business Day prior to a September 1 on which principal of the Bonds is due and payable , after the deposit in the Principal Account of the amounts required to be deposited therein pursuant to Section 5.02, including principal due and payable by reason of mandatory sinking fund redemption of the Bonds, amounts in the Principal Account are insufficient to pay such principal, after having withdrawn any amounts from the Reserve Fund required to be withdrawn therefrom on such date pursuant to subsection (b) of this Section, the Trustee shall withdraw from the Reserve Fund, to the extent of any funds therein, the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Principal Account. 1029

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(e) On each September 1 on which principal of the Bonds is due and payable, including principal due and payable by reason of mandatory sinking fund redemption of the Bonds, the Trustee shall withdraw from the Principal Account for payment to the Owners of the Bonds such principal then due and payable.

Section 5.04. Reserve Fund . (a) The Trustee shall establish and maintain a separate Fund designated the “Reserve Fund.” On the Closing Date, the Trustee shall deposit in the Reserve Fund the amount required to be deposited therein pursuant to Section 3.02. The Trustee shall deposit in the Reserve Fund from time to time the amounts required to be deposited therein pursuant to Section 5.02(c). There shall additionally be deposited in the Reserve Fund, in connection with the issuance of Additional Bonds, the amount required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued. (b) Except as otherwise provided in this Section, amounts in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the Interest Account in accordance with Section 5.03(b) in the event of any deficiency in the Interest Account of the amount then required for payment of the interest on the Bonds, (ii) making transfers to the Principal Account in accordance with Section 5.03(d) in the event of any deficiency in the Principal Account of the amount then required for payment of the principal of the Bonds, and (iii) redeeming Bonds in accordance with the provisions of this Section. (c) Whenever Bonds are to be optionally redeemed or redeemed from Special Tax prepayments, a proportionate share, determined as provided below, of the amount on deposit in the Reserve Fund shall, on the date on which amounts to redeem such Bonds are deposited in the Redemption Fund or otherwise deposited with the Trustee pursuant to Section 10.02, be transferred by the Trustee from the Reserve Fund to the Redemption Fund or to such deposit held by the Trustee and shall be applied to the redemption of said Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share shall be equal to the largest integral multiple of the minimum Authorized Denomination for said Bonds that is not larger than the amount equal to the product of (i) the amount on deposit in the Reserve Fund on the date of such transfer, times (ii) a fraction, the numerator of which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed. (d) Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay all Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Trustee shall, upon receipt of a Written Request of the Community Facilities District, transfer the amount in the Reserve Fund to the Interest Account, Principal Account and/or Redemption Fund, as applicable, to be applied, on the next succeeding Interest Payment Date to the payment and redemption of all of the Outstanding Bonds.
(e) If, as a result of the scheduled payment of principal of or interest on the Bonds, the Reserve Requirement is reduced, the Trustee shall transfer an amount equal to the amount of such reduction to the Interest Account.
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Section 5.05. Redemption Fund. (a) The Trustee shall establish and maintain a separate Fund designated the “Redemption Fund.” The Trustee shall deposit in the Redemption Fund (i) amounts received from the Community Facilities District in connection with the Community Facilities District’s exercise of its rights to optionally redeem Bonds, (ii) the portion of Special Tax prepayments required to be deposited therein pursuant to Section 5.02(a), (iii) amounts required to be transferred to the Redemption Fund from the Improvement Fund (or Accounts therein) pursuant to Section 3.04, (iv) amounts required to be transferred to the Redemption Fund from the Reserve Fund pursuant to Section 5.04(c) or Section 5.04(d), and (v) amounts required to be deposited therein pursuant to any Supplemental Indenture. (b) Amounts in the Redemption Fund shall be disbursed therefrom for the payment of the Redemption Price of Series 2025 Bonds redeemed pursuant to Section 4.01(a) or Section 4.01(b) and for the payment of the Redemption Price of Additional Bonds redeemed under the Supplemental Indenture pursuant to which such Additional Bonds are issued (other than mandatory sinking fund redemptions thereof).

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

Section 5.07. Administrative Expense Fund. (a) The Trustee shall establish and maintain a separate Fund designated the “Administrative Expense Fund.” The Trustee shall deposit in the Administrative Expense Fund the amounts transferred from the Special Tax Fund and required to be deposited therein pursuant to Section 5.02. (b) The moneys in the Administrative Expense Fund shall be used and withdrawn by the Trustee from time to time to pay the Administrative Expenses upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid and instructions for such payment , (iii) the purpose for which 1031

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such costs were incurred and that such purpose constitutes an Administrative Expense, (iv) that such payment is a proper charge against the Administrative Expense Fund, and (v) that payment of such amount has not been the subject of a prior disbursement from the Administrative Expense Fund, in each case together with a statement or invoice for each amount requested thereunder.

Section 5.08. Investment of Moneys . (a) Except as otherwise provided herein, all moneys in any of the Funds or Accounts shall be invested by the Trustee solely in Permitted Investments, as directed in a Written Request of the Community Facilities District received by the Trustee no later than two Business Days prior to the making of such investment. Moneys in all such Funds and Accounts shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that Permitted Investments in which moneys in the Reserve Fund are so invested shall mature no later than the earlier of five years from the date of investment or the final maturity date of the Bonds and, provided, further, that if such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date, any amount in the Reserve Fund may be invested in such redeemable Permitted Investments maturing on any date on or prior to the final maturity date of the Bonds. Absent a timely Written Request of the Community Facilities District with respect to the investment of moneys in any of the Funds or Accounts, the Trustee shall invest such moneys in Permitted Investments described in paragraph (7) of the definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Written Request of the Community Facilities District specifying a specific money market fund that satisfies the requirements of said paragraph in which such investment is to be made and, if no such Written Request of the Community Facilities District is so received, the Trustee shall hold such moneys uninvested. (b) Subject to the provisions of Section 5.06, all interest, profits and other income received from the investment of moneys in any Fund or Account (other than the Reserve Fund) shall be retained therein. Subject to the provisions of Section 5.06, all interest, profits or other income received from the investment of moneys in the Reserve Fund shall be transferred to the Interest Account; provided, however, that, notwithstanding the foregoing, any such transfer shall be made from the Reserve Fund only if and to the extent that, after such transfer, the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement. (c) Permitted Investments acquired as an investment of moneys in any Fund or Account shall be credited to such Fund or Account . For the purpose of determining the amount in any Fund or Account , all Permitted Investments credited to such Fund or Account shall be valued by the Trustee at the market value thereof, such valuation to be performed not less frequently than semiannually on or before each February 15 and August 15. In determining the market value of Permitted Investments, the Trustee may use and rely upon generally recognized pricing information services, including brokers and dealers in securities, available to it. (d) The Trustee may act as principal or agent in the making or disposing of any investment. Upon the Written Request of the Community Facilities District, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the 1032

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Fund or Account to which such Permitted Investments are credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the Funds and Accounts. The Trustee, in making or disposing of any investment permitted by this Section, may deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as a principal for its own account but only if such dealing is not in conflict with, contrary to or in violation of any of the Trustee’s fiduciary obligations as Trustee hereunder. (e) The Community Facilities District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Community Facilities District the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Community Facilities District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee shall furnish the Community Facilities District periodic cash transaction statements, which shall include detail for all investment transactions made by the Trustee hereunder.
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ARTICLE VI

COVENANTS
Section 6.01. Collection of Special Tax Revenues . (a) The Community Facilities District shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including the enforcement of delinquent Special Tax payments. (b) Prior to August 1 of each year, the Community Facilities District shall ascertain from the County Assessor the relevant parcels on which the Special Tax is to be levied, taking into account any parcel splits during the preceding and then current year. The Community Facilities District shall effect the levy of the Special Tax each Fiscal Year in accordance with the Ordinance by each August 10, or otherwise such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within the Community Facilities District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Community Facilities District shall prepare or cause to be prepared, and shall transmit to the County Auditor, such data as the County Auditor requires in order to include the levy of the Special Tax on the next real property tax roll.
(c) The Community Facilities District shall fix and levy the Special Tax within the Community Facilities District in each Fiscal Year in accordance with the Rate and Method and, subject to the limitations in the Rate and Method as to the m aximum Special Tax that may be levied on each parcel , in an amount sufficient to yield Special Tax Revenues in the amount required for (i) the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the Corresponding Bond Year, (ii) any necessary replenishment of the Reserve Fund, and (iii) the payment of Administrative Expenses estimated to be paid from such Special Tax Revenues, taking into account the balances in the Funds and Accounts. (d) The Special Tax shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable (or in such other manner as the City Council shall determine, including direct billing of the affected property owners), and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property.

Section 6.02. Foreclosure. Pursuant to Section 53356.1 of the Act, the Community Facilities District hereby covenants with and for the benefit of the Owners that it will determine or cause to be determined, no later than August 15 of each year, whether or not any owners of property within the Community Facilities District are delinquent in the payment of the Special Tax levied thereon and, if such delinquencies exist, the Community Facilities District will order and cause to be commenced no later than October 1, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of the Special Tax or installment thereof not paid when due; provided, however, that the Community Facilities District shall not be required to order the commencement of foreclosure proceedings if (a) the total Special Tax delinquency in the Community Facilities District for such Fiscal Year is less than 5% of the total amount of the Special Tax levied in such Fiscal Year, and (b) the amount then on deposit in the Reserve Fund 1034

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is equal to the Reserve Requirement. Notwithstanding the foregoing, if the Community Facilities District determines that any single parcel in the Community Facilities District is delinquent in excess of $7,500 in the payment of the Special Tax, then the Community Facilities District shall diligently institute, prosecute and pursue foreclosure proceedings against such parcel.

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

Section 6.04. Punctual Payment . The Community Facilities District shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Net Special Tax Revenues and other assets pledged for such payment as provided in this Indenture and received by the Community Facilities District or the Trustee.

Section 6.05. Extension of Payment of Bonds. The Community Facilities District shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon that shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Community Facilities District to issue Bonds for the purpose of refunding any Outstanding Bonds in accordance with the provisions hereof , and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

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

Section 6.07. Tax Covenants. (a) The Community Facilities District shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the Series 2025 Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Community Facilities District shall comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive payment in full or defeasance of the Series 2025 Bonds.
(b) In the event that at any time the Community Facilities District is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys in any of the Funds or Accounts , the Community Facilities District shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.
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(c) Notwithstanding any provisions of this Section, if the Community Facilities District shall provide to the Trustee an opinion of Bond Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Series 2025 Bonds, the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent.

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

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

Section 6.10. Continuing Disclosure . Each of the Community Facilities District and the Trustee shall comply with and carry out all of the provisions of the Continuing Disclosure Agreement applicable to it. Notwithstanding any other provision of this Indenture, failure of the Community Facilities District or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Series 2025 Bonds, and upon receipt of indemnification reasonably satisfactory to the Trustee, shall) or any Owner or Beneficial Owner of the Series 2025 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

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

Section 6.12. State Reporting. If at any time principal or interest due on any scheduled payment date for the Bonds is not paid, or if funds are withdrawn from the Reserve Fund to pay principal of or interest on the Bonds, the Trustee shall notify the Community Facilities District in writing of such failure or withdrawal, and the Community Facilities District shall notify the California Debt and Investment Advisory Commission of such failure or withdrawal within ten days of the failure to make such payment or the date of such withdrawal. 1036

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Section 6.13. Annual Reports to the California Debt and Investment Advisory Commission. Not later than October 30 of each year, commencing October 30, 2026 and continuing until the October 30 following the final maturity of the Bonds, the Community Facilities District shall supply to the California Debt and Investment Advisory Commission the information required to be provided thereto pursuant to Section 53359.5(b) of the Act. Such information shall be made available to any Owner upon written request to the Community Facilities District accompanied by a fee determined by the Community Facilities District to pay the costs of the Community Facilities District in connection therewith. The Community Facilities District shall in no event be liable to any Owner or any other person or entity in connection with any error in any such information.

Section 6.14. Further Assurances . The Community Facilities District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Indenture.
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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default. The following events shall be Events of Default:
(a) failure to pay any installment of principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption or otherwise;
(b) failure to pay any installment of interest on any Bonds when and as the same shall become due and payable;
(c) failure by the Community Facilities District to observe and perform any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the Community Facilities District by the Trustee, or to the Community Facilities District and the Trustee by the Owners of not less than 5% in aggregate principal amount of the Bonds at the time Outstanding; provided, however, that, if in the reasonable opinion of the Community Facilities District the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Community Facilities District within such 30 day period and the Community Facilities District shall thereafter diligently and in good faith cure such failure in a reasonable period of time , provided, further, that, unless otherwise consented to by the Trustee, such period of time shall not exceed 180 days; or (d) the commencement by the Community Facilities District of a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

Section 7.02. Foreclosure. If an Event of Default shall occur under Section 7.01(a) or Section 7.01(b) then, and in each and every such case during the continuance of such Event of Default, the Trustee may, or at the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, and upon being indemnified to its satisfaction therefor, shall, commence foreclosure against any parcels of land in the Community Facilities District delinquent in the payment of the Special Tax, as provided in Section 53356.1 of the Act; provided, however, that the Trustee shall not be required to pursue a foreclosure action against any such parcel if the Trustee would be required to take title to, or an ownership interest in, such parcel in connection with or as a result of such foreclosure action.

Section 7.03. Other Remedies . If an Event of Default shall have occurred and be continuing, the Trustee shall have the right:
(a) by mandamus, suit, action or proceeding, to compel the Community Facilities District and its officers, agents or employees to perform each and every term, provision and covenant contained in this Indenture and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Community Facilities District and the fulfillment of all duties imposed upon it by this Indenture and the Act; 1038

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

Section 7.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

Section 7.05. Application of Net Special Tax Revenues After Default . If an Event of Default shall occur and be continuing, all Net Special Tax Revenues and any other funds thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the following order:
(a) to the payment of any expenses incurred by the Trustee necessary in the opinion of the Trustee to protect the interests of the Owners and payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Indenture;
(b) to the payment of the principal and interest then due with respect to the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture, as follows:

First: to the payment to the Persons entitled thereto of all installments of interest on the Bonds then due in the order of the maturity of such installments and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto, without any discrimination or preference; and
Second: to the payment to the Persons entitled thereto of all installments of principal of the Bonds then due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the Persons entitled thereto, without any discrimination or preference; (c) any remaining funds shall be transferred by the Trustee to the Special Tax Fund.
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Section 7.06. Power of Trustee to Enforce. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Section 7.07. Owners’ Direction of Proceedings . Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder; provided, however, that such direction shall not be otherwise than in accordance with the provisions of this Indenture, the Act and other applicable law and, provided, further, that the Trustee shall have the right to decline to follow any such direction that in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction.

Section 7.08. Limitation on Owners’ Right to Sue . No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Act or any other applicable law with respect to such Bond, unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default, (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name, (c) such Owner or said Owners shall have tendered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder or under law; it being understood and intended that no one or more Owners shall have any right in any manner whatever by such Owner’s or Owners’ action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners, or to enforce any right under the Bonds, this Indenture, the Act or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners, subject to the provisions of this Indenture.

Section 7.09. Absolute Obligation . Nothing in this Indenture or the Bonds contained shall affect or impair the obligation of the Community Facilities District, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners as the 1040

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same become due, as herein provided, but only out of the Net Special Tax Revenues and other assets pledged therefor hereunder, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

Section 7.10. Termination of Proceedings . In case any proceedings taken by the Trustee or any one or more Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Owners, then in every such case the Community Facilities District, the Trustee and the Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Community Facilities District, the Trustee and the Owners shall continue as though no such proceedings had been taken.

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

TRUSTEE
Section 8.01. Duties and Liabilities of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default that has not been cured or waived, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

Section 8.02. Qualifications; Removal and Resignation; Successors . (a) The Trustee initially a party hereto and any successor thereto shall at all times be a trust company, national banking association or bank having trust powers in good standing in or incorporated under the laws of the United States or any state thereof, that is (or if such trust company, national banking association or bank is a member of a bank holding company system, its parent bank holding company is) (i) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, or (ii) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets. If such trust company, national banking association or bank publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining agency above referred to, then for the purpose of this subsection the combined capital and surplus of such trust company, national banking association or bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) The Community Facilities District may, by an instrument in writing, upon at least 30 days’ notice to the Trustee, remove the Trustee initially a party hereto and any successor thereto unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if (i) at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or (ii) the Trustee shall cease to be eligible in accordance with subsection (a) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee.
(c) The Trustee may at any time resign by giving written notice of such resignation by first-class mail, postage prepaid, to the Community Facilities District, and to the Owners at the respective addresses shown on the Registration Books. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of subsection (a) of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Section. (d) Upon removal or resignation of the Trustee, the Community Facilities District shall promptly appoint a successor Trustee by an instrument in writing. Any removal or 1042

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resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee; provided, however, that any successor Trustee shall be qualified as provided in subsection (a) of this Section. If no qualified successor Trustee shall have been appointed and have accepted appointment within 45 days following notice of removal or notice of resignation as aforesaid, the removed or resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice, if any, as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Community Facilities District and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Community Facilities District or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the successor Trustee shall, within 15 days after such acceptance, mail, by first -class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to the Owners at the addresses shown on the Registration Books.
(e) Any trust company, national banking association or bank into which the Trustee may be merged or converted or with which it may be consolidated or any trust company, national banking association or bank resulting from any merger, conversion or consolidation to which it shall be a party or any trust company, national banking association or bank to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such trust company, national banking association or bank shall be eligible under subsection (a) of this Section, shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 8.03. Liability of Trustee . (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Community Facilities District, and the Trustee shall not assume responsibility for the correctness of the same or incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds, or in respect of the security afforded by this Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value, the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee, or the 1043

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application of any moneys paid to the Community Facilities District or others in accordance with this Indenture.
(c) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (d) No provision of this Indenture or any other document related hereto shall require the Trustee to risk or advance its own funds.
(e) The Trustee may execute any of its powers or duties hereunder through attorneys, agents or receivers and shall not be answerable for the actions of such attorneys, agents or receivers if selected by it with reasonable care.
(f) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(g) The immunities and protections extended to the Trustee also extend to its directors, officers, employees and agents.
(h) Before taking action under Article VII, under this Article or upon the direction of the Owners, the Trustee may require indemnity reasonably satisfactory to the Trustee be furnished to it to protect it against all fees and expenses, including those of its attorneys and advisors, and protect it against all liability it may incur. (i) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (j) The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (k) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (l) The Trustee shall not be liable for the failure to take any action required to be taken by it hereunder if and to the extent that the Trustee’s taking such action is prevented by reason of an act of God, terrorism, war, riot, strike, fire, flood, earthquake, epidemic or other, similar occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care.
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(m) The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless it has actual knowledge thereof.
(n) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.
(o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys that shall be released or withdrawn in accordance with the provisions hereof.

Section 8.04. Right to Rely on Documents and Opinions . (a) The Trustee shall be protected in acting upon any notice, resolution, request, requisition, facsimile, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Each statement of facts contained in a Written Request of the Community Facilities District or a Written Certificate of the Community Facilities District shall be sufficient evidence to the Trustee of the facts so stated and the Trustee shall have no duty to confirm the accuracy of such facts. (b) The Trustee shall have the right to accept and act upon a Written Request of the Community Facilities District delivered using Electronic Means. If the Community Facilities District elects to deliver a Written Request of the Community Facilities District to the Trustee using Electronic Means and the Trustee acts upon such Written Request, the Trustee’s understanding of such Written Request shall be deemed controlling. The Community Facilities District understands and agrees that the Trustee cannot determine the identity of the actual sender of such Written Request and that the Trustee shall conclusively presume that Written Requests of the Community Facilities District that purport to have been sent by an Authorized Representative of the Community Facilities District have been sent by such Authorized Representative. The Community Facilities District shall be responsible for ensuring that only Authorized Representatives transmit such Written Requests of the Community Facilities District to the Trustee and that the Community Facilities District is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt thereof by the Community Facilities District. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Written Requests of the Community Facilities District delivered using Electronic Means notwithstanding such directions conflict or are inconsistent with a subsequent written Written Requests of the Community Facilities District. The Community Facilities District agrees (i) to assume all risks arising out of the use of Electronic Means to submit Written Requests of the Community Facilities District to the Trustee, including the risk of the Trustee acting on unauthorized Written Requests of the Community Facilities District, and the risk of interception and misuse by third parties, (ii) that it is fully informed of the protec tions and risks associated with the various methods of transmitting Written Requests of the Community Facilities District to the Trustee and that there may be more secure methods of transmitting Written Requests of the Community Facilities District than the method selected by the Community Facilities District, (iii) that the security procedures, if any, to be followed in connection with its transmission of Written Requests of the Community Facilities District provide to it a commercially reasonable degree o f protection in light of its particular needs and 1045

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circumstances, and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding the foregoing, the provisions of this subsection, and the Trustee’s actions pursuant hereto, are subject to the Trustee’s standard of care and limitations on liability set forth in Sections 8.03 and 8.04; provided, however, that the Trustee’s reliance on a Written Request of the Community Facilities District that purports to have been sent by an Authorized Representative of the Community Facilities District delivered in accordance with this Section using Electronic Means shall not, in and of itself, be construed as negligence.
(c) Whenever in the administration of the duties imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Community Facilities District, and such Written Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.
(d) The Trustee may consult with counsel, who may be counsel to the Community Facilities District, with regard to legal questions, including with respect to compliance herewith of amendments hereto, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Section 8.05. Accounting Records and Financial Statements . The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with prudent corporate trust industry standards, in which accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds, the Special Tax Revenues received by it and all Funds and Accounts established by it pursuant to this Indenture. Such books of record and account shall be available for inspection by the Community Facilities District during regular business hours and upon reasonable notice and under reasonable circumstances as agreed to by the Trustee. The Trustee shall deliver to the Community Facilities District a monthly accounting of the Funds and Accounts; provided, however, that the Trustee shall not be obligated to deliver an accounting for any Fund or Account that (a) has a balance of zero, and (b) has not had any activity since the last reporting date.

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

Section 8.07. Compensation and Indemnification . The Community Facilities District shall pay to the Trustee from time to time from Special Tax Revenues all reasonable compensation pursuant to a pre-approved fee letter for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees pursuant to a pre -approved fee letter and other disbursements pursuant to a pre-approved fee letter and those of its attorneys, 1046

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agents and employees, incurred in and about the performance of their powers and duties under this Indenture. The Community Facilities District shall, to the extent permitted by law, from Special Tax Revenues, indemnify and save the Trustee and its officers, directors and employees harmless against any costs, suits, judgments, damages, liabilities, claims, expenses, including legal fees and expenses, and liabilities that it may incur in the exercise and performance of its powers and duties hereunder, including the enforcement of any remedies and the defense of any suit, and that are not due to its negligence or its willful misconduct. The duty of the Community Facilities District to indemnify the Trustee shall survive the resignation or removal of the Trustee and the discharge and satisfaction of this Indenture.
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ARTICLE IX

SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures . (a) This Indenture and the rights and obligations of the Community Facilities District, the Trustee and the Owners hereunder may be amended, supplemented or otherwise modified from time to time and at any time by a Supplemental Indenture, which the Community Facilities District and the Trustee may enter into when there are submitted to the Trustee the written consents of the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Sec tion 11.07. No such modification or amendment shall (i) extend the fixed maturity of any Bond, reduce the amount of principal thereof or the rate of interest thereon, extend the time of payment thereof or alter the redemption provisions thereof, without the prior written consent of the Owner of each Bond so affected, (ii) permit any pledge of, or the creation of any lien on, security interest in or charge or other encumbrance upon the assets pledged under this Indenture prior to or on a parity with the pledge contained in, and the lien and security interest created by, this Indenture or deprive the Owners of the pledge contained in, and the lien and security interest created by, this Indenture, except as expressly provided in this Indenture, without the prior written consents of the Owners of all Bonds then Outstanding, or (iii) modify or amend this Section without the prior written consent s of the Owners of all Bonds then Outstanding.
(b) This Indenture and the rights and obligations of the Community Facilities District, the Trustee and the Owners hereunder may also be amended , supplemented or otherwise modified from time to time and at any time by a Supplemental Indenture, which the Community Facilities District and the Trustee may enter into without the consent of any Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Community Facilities District in this Indenture contained, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Community Facilities District;
(ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture, provided that such modification or amendment does not materially adversely affect the rights or interests of the Owners hereunder; (iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III; (iv) to permit the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect; 1048

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

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

Section 9.03. Endorsement of Bonds; Preparation of New Bonds . Bonds delivered after the effective date of any Supplemental Indenture pursuant to this Article may and, if the Community Facilities District so determines, shall bear a notation by endorsement or otherwise in form approved by the Community Facilities District and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date and presentation of such Bond for such purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Community Facilities District and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Community Facilities District and authenticated by the Trustee and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date, and presentation of such Bond for such purpose at the Office of the Trustee, such a new Bond in equal principal amount of the same Series, interest rate and maturity shall be exchanged for such Owner’s Bond so surrendered.

Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Owner from accepting any amendment , supplement or other modification as to any particular Bond owned by it, provided that due notation thereof is made on such Bond. 1049

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ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Indenture. (a) If the Community Facilities District shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners shall cease to be entitled to the pledge of the Net Special Tax Revenues and the other assets pledged therefor hereunder , and all agreements, covenants and other obligations of the Community Facilities District hereunder shall thereupon cease, terminate and become void and this Indenture shall be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Community Facilities District all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Community Facilities District all money or securities held by it pursuant hereto that are not required for the payment of the principal of and interest and premium, if any, on the Bonds.
(b) Subject to the provisions of subsection (a) of this Section, if the Community Facilities District shall pay or cause to be paid to the Owner of an Outstanding Bond the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, such Owner shall cease to be entitled to the pledge of the Net Special Tax Revenues and the other assets pledged therefor hereunder and all agreements, covenants and other obligations of the Community Facilities District hereunder shall thereupon cease, terminate and become void and this Indenture shall be discharged and satisfied as to such Bond.
(c) Notwithstanding the discharge and satisfaction of this Indenture or the discharge and satisfaction of this Indenture in respect of any Bond, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non- presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owner of such Bond, and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on such Bond, and to pay to the Owner of such Bond the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the discharge and satisfaction of this Indenture , the obligation of the Community Facilities District to indemnify the Trustee pursuant to Section 8.07 shall remain in effect and be binding upon the Community Facilities District.

Section 10.02. Bonds Deemed To Have Been Paid . (a) If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bond and the payment of the interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01. Any Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 if (i) in case such Bond is to be redeemed on any date prior to its maturity date, the Community Facilities District shall have 1050

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given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.02, notice of redemption of such Bond on said redemption date, said notice to be given in accordance with Section 4.02, (ii) there shall have been deposited with the Trustee either (A) money in an amount that shall be sufficient, or (B) Defeasance Securities, the principal of and the interest on which when due, and without any reinvestment thereof, together with the money, if any, deposited therewith, will provide moneys that shall be sufficient to pay when due the interest to become due on such Bond on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bond, and (iii) in the event such Bond is not by its terms subject to redemption within the next succeeding 60 days, the Community Facilities District shall have given the Trustee , in form satisfactory to it, irrevocable instructions to mail as soon as practicable, a notice to the Owner of such Bond that the deposit required by clause (ii) above has been made with the Trustee and that such Bond is deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bond. (b) No Bond shall be deemed to have been paid pursuant to clause (ii) of subsection (a) of this Section unless the Community Facilities District shall have caused to be delivered to the Community Facilities District and the Trustee (i) an executed copy of a Verification Report with respect to such deemed payment, addressed to the Community Facilities District and the Trustee, in form and in substance acceptable to the Community Facilities District, (ii) a copy of the escrow agreement entered into in connection with the deposit pursuant to clause (ii)(B) of subsection (a) of this Section resulting in such deemed payment, which escrow agreement shall be in form and in substance acceptable to the Community Facilities District and which escrow agreement shall provide that no substitution of Defeasance Securities shall be permitted except with other Defeasance Securities and upon delivery of a new Verification Report, and no reinvestment of Defeasance Securities shall be permitted except as contemplated by the original Verification Report or upon delivery of a new Verification Report, and (iii) a copy of an opinion of Bond Counsel, dated the date of such deemed payment and addressed to the Community Facilities District and the Trustee, in form and in substance acceptable to the Community Facilities District, to the effect that such Bond has been paid within the meaning and with the effect expressed in this Indenture, all agreements, covenants and other obligations of the Community Facilities District hereunder have ceased, terminated and become void and the Indenture has been discharged and satisfied as to such Bonds.

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

MISCELLANEOUS
Section 11.01. Successor Is Deemed Included in All References to Predecessor.

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

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

Section 11.03. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Community Facilities District of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.04. Severability of Invalid Provisions . If any term or provision of this Indenture or the Bonds, or the application of the term or provision to any Person or circumstance is, to any extent, held to be invalid or unenforceable in any jurisdiction, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein, the remainder of this Indenture or the Bonds, as applicable, or the application of the term or provision to Persons or circumstances other than those as to which the term or provision is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, and each remaining term or provision of this Indenture and the Bonds shall be valid and will be enforced to the fullest extent permitted by law.

Section 11.05. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Community Facilities District:

City of Ontario Community Facilities District
No. 71 (Neuhouse Phase 2)
c/o City of Ontario
303 East “B” Street
Ontario, California 91764
Attention: Executive Director of Finance
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If to the Trustee:

Zions Bancorporation, National Association
707 Wilshire Boulevard, Suite 5000
Los Angeles, California 90017
Attention: Corporate Trust Services
If to NMC Builders:

NMC Builders, LLC
c/o SC Ontario Development Corporation
1156 North Mountain Avenue
Upland, California 91786
Attention: Administrative Member
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by electronic mail, on the date sent, but only if confirmation of the receipt of such electronic mail is received or if notice is concurrently sent by another means specified herein, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or (d) if given by any other means, upon delivery at the address specified in this Section.

Section 11.06. Evidence of Rights of Owners . (a) Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Community Facilities District if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such request, consent or other instrument acknowledged to such notary public or such officer the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.
(c) The ownership of Bonds shall be proved by the Registration Books. (d) Any request, consent or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Community Facilities District in accordance therewith or reliance thereon. 1053

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Section 11.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds that are actually known by the Trustee to be owned or held by or for the account of the Community Facilities District, or by any other obligor on the Bonds, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Community Facilities District or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that if 100% of the Bonds are so owned or held, such Bonds shall be deemed to be Outstanding. Bonds so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Community Facilities District or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Community Facilities District shall specify in a Written Certificate of the Community Facilities District submitted to the Trustee those Bonds, if any, that are, as of the date of such Written Certificate, owned or held by or for the account of the Community Facilities District.

Section 11.08. Money Held for Particular Bonds . The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owner entitled thereto, subject, however, to the provisions of Section 10.03, but without any liability for interest thereon.

Section 11.09. Funds and Accounts . Any Fund or Account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account , but all such records with respect to all such Funds and Accounts shall at all times be maintained in accordance with prudent corporate trust industry standards, and with due regard for the requirements hereof and for the protection of the security of the Bonds and the rights of every Owner thereof. The Trustee may establish any such additional Funds or Accounts as it deems necessary to perform its obligations hereunder.

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

Section 11.11. Waiver of Personal Liability. No member, officer, agent or employee of the Community Facilities District or the City shall be individually or personally liable for the payment of the principal of or premium or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof , but nothing herein contained shall 1054

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relieve any such member, officer, agent or employee from the performance of any official duty provided by any applicable provision of law or by this Indenture.

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

Section 11.13. Conclusive Evidence of Regularity . Bonds issued pursuant to this Indenture shall constitute evidence of the regularity of all proceedings under the Act relative to their issuance and to the levy of the Special Tax.

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

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

Section 11.16. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Community Facilities District has caused this Indenture to be signed in its name by its representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

CITY OF ONTARIO COMMUNITY
FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)

By:

Scott Ochoa,
City Manager of the City of Ontario

ZIONS BANCORPORATION,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

Daren DiNicola,
Vice President,
Zions Bank Division

[Signature Page to Indenture]
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EXHIBIT A

PERMITTED INVESTMENTS
“Permitted Investments” means the following:
(1) (a) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.
(2) Federal Housing Administration debentures.
(3) The listed obligations of government -sponsored agencies which are not backed by the full faith and credit of the United States of America:
- Federal Home Loan Mortgage Corporation (FHLMC)
Senior debt obligations and participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts)
- Farm Credit System (formerly: Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives)
Consolidated system wide bonds and notes
- Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
- Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are
stripped mortgage securities which are purchased
at prices exceeding their principal amounts)

(4) Unsecured certificates of deposit, time deposits or other bank deposit products, and bankers’ acceptances (having maturities of not more than 365 days) of any bank, the short-term obligations of which are rated “A -1+” or better by S&P and “Prime - 1” by Moody’s.
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(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated at the time of purchase “A-1+” by S&P and “Prime-1” by Moody’s. (7) Money market mutual funds rated “AAm” or “AAm-G” by S&P, or better and, if rated by Moody’s, rated “Aa2” or better, including a fund for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee provide transfer agency, custodial, investment advisory or other management services, and, subject to the prior written consent of S&P and Moody’s, the investment pool maintained by the county in which the Community Facilities District is located or other investment pools, in either case so long as such pool is rated in one of the two highest rating categories by S&P and Moody’s.
(8) State Obligations, which means
(a) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least “A3” by Moody’s and at least “A-” by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated.
(b) Direct, general short -term obligations of any state agency or subdivision or agency thereof described in (a) above and rated “A -1+” by S&P and “MIG-1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency in (a) above and rated “AA -” or better by S&P and “Aa3” or better by Moody’s.
(9) Pre-refunded municipal obligations rated “AA +” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of 1058

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independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification Report”);
(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification Report; and
(f) the cash or the United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.
(10) Repurchase agreements:

A. With (i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “A -” by S&P and “Aa3” by Moody’s; (ii) any broker -dealer with “retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “A -” by S&P and “Aa3” Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (iii) any other entity rated at least “A -” by S&P and “A3” by Moody’s (each, an “Eligible Provider”), provided that:
a. The (i) permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers), and (ii) collateral levels must be at least 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal w hen the collateral type is GNMA s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”);
b. The Trustee or a third party acting solely as agent therefor or for the Community Facilities District (the “Custodian”) has possession of the collateral or the collateral has been transferred to the Custodian in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
c. The collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the Trustee and the Community Facilities District setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral;
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d. The repurchase agreement shall state, and an opinion of counsel shall be rendered at the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof; and e. The repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A -” by S&P or “A3” by Moody’s, as appropriate, the pr ovider must, notify the Trustee and the Community Facilities District within five days of receipt of such notice. Within ten days of receipt of such notice, the provider shall either (i) post Eligible Collateral, or (ii) assign the agre ement to an Eligible Provider. If the provider does not perform a remedy within ten business days, the provider shall, at the direction of the Trustee or the Community Facilities District repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the Trustee or the Community Facilities District. (11) Investment agreements with a domestic or foreign bank or corporation the long-term debt of which, or, in the case of a guaranteed corporation the long- term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, of the guarantor is rated at least “AA -” by S&P and “Aa3” by Moody’s (each, an “Eligible Provider”); provided, that, by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days’ prior notice; the Trustee and the Community Facilities District hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
(c) the provider shall send monthly reports to the Trustee and the Community Facilities District setting forth the balance the Community Facilities District or the Trustee has invested with the provider and the amounts and dates of interest accrued and paid by the provider;
(d) the investment agreement shall state that it is an unconditional and general obligation of the provider, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors; (e) the Trustee and the Community Facilities District shall receive an opinion of domestic counsel to the provider that such investment agreement is 1060

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legal, valid and binding and enforceable against the provider in accordance with its terms;
(f) the Trustee and the Community Facilities District shall receive an opinion of foreign counsel to the provider (if applicable) that (i) the investment agreement has been duly authorized, executed and delivered by the provider and constitutes the legal, valid and binding obligation of the provider, enforceable against the provider in accordance with its terms, (ii) the choice of law of the state set forth in the investment agreement is valid under that country’s laws and a court in such country would uphold such choice of law, and (iii) any judgment rendered by a court in the United States would be recognized and enforceable in such country;
(g) the investment agreement shall provide that if during its term (i) the provider’s rating by either S&P or Moody’s falls below “AA -” or “Aa3”, respectively, the provider shall, at its option, within ten days of receipt of publication of such downgrade, either (A) post Eligible Collateral with the Trustee, the Community Facilities District or a third party acting solely as agent therefor (the “Custodian”) free and clear of any third party liens or claims, (B ) assign the agreement to an Eligible Provider, or (C ) repay the principal of and accrued but unpaid interest on the investment , and (ii) the provider’s rating by either S&P or Moody’s falls below “A-” or “A3”, respectively, the provider must, at the direction of the Trustee or the Community Facilities District, within ten days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the Trustee or the Community Facilities District;
(h) in the event the provider is required to collateralize, permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers) and collateral levels must be 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal w hen the collateral type is GNMA s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”). In addition, the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the Trustee and the Community Facilities District setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; (i) the investment agreement shall state, and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof; and 1061

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(j) the investment agreement must provide that if during its term (i) the provider shall default in its payment obligations, the provider’s obligations under the investment agreement shall, at the direction of the Trustee or the Community Facilities District, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Trustee or the Community Facilities District, as appropriate, and (ii) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Trustee or the Community Facilities District, as appropriate.

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EXHIBIT B

FORM OF SERIES 2025 BOND

No. _____ $____________

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BOND, SERIES 2025

INTEREST RATE MATURITY DATE DATED DATE CUSIP
_____% September 1, 20__ __________, 2025 __________

REGISTERED OWNER:

PRINCIPAL AMOUNT:

City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”), for value received, hereby promises to pay, solely from the sources hereinafter described, to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on March 1 and September 1 in each year, commencing [March 1, 2026] (the “Interest Payment Dates”), until payment of such Principal Amount in full.

This Bond is one of a series of a duly authorized issue of bonds approved by the qualified electors of the Community Facilities District, pursuant to the Mello-Roos Community Facilities Act of 1982, constituting Sections 53311 et seq . of the California Government Code (the “Act”), and issued for the purpose of financing certain public facilities , and is one of the series of bonds designated “City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025” (the “Series 2025 Bonds”) in the aggregate principal amount of $__________.

The Series 2025 Bonds are issued pursuant to the Indenture, dated as of ________ 1, 2025 (the “Indenture”), by and between the Community Facilities District and Zions Bancorporation, National Association, as trustee (said entity or any successor thereto as trustee under the Indenture, the “Trustee”), and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”) may be issued by the Community Facilities District on a parity with the Series 2025 Bonds. The Series 2025 Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued 1063

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under, the Act and the laws of the State of California. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture.

Interest on the Series 2025 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless ( a) a Series 2025 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, ( b) a Series 2025 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (c) interest on any Series 2025 Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2025 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Series 2025 Bond that is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Series 2025 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. The principal of the Series 2025 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

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

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

The Series 2025 Bonds are subject to redemption on the dates, at the Redemption Prices and pursuant to the terms set forth in the Indenture. Notice of redemption of any Series 2025 Bond or any portion thereof shall be given as provided in the Indenture. 1064

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The Series 2025 Bonds are issuable as fully registered Bonds without coupons in Authorized Denominations ($5,000 and any integral multiple thereof).

Any Series 2025 Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Series 2025 Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Series 2025 Bond or Series 2025 Bonds shall be so surrendered for transfer, the Community Facilities District shall execute and the Trustee shall authenticate and shall deliver a new Series 2025 Bond or Series 2025 Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Series 2025 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Series 2025 Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

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

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

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

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

CITY OF ONTARIO COMMUNITY
FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)

By:

Mayor of the City of Ontario

ATTEST:

City Clerk

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CERTIFICATE OF AUTHENTICATION
This is one of the Series 2025 Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date: _________, 2025

ZIONS BANCORPORATION,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

Authorized Officer
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto __________________________________, whose address and social security or other tax identifying number is ____________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ______________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

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

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

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$__________

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

BOND PURCHASE AGREEMENT
________, 2025
City of Ontario
Community Facilities District No. 71
(Neuhouse Phase 2)
303 East “B” Street
Ontario, California 91764

Ladies and Gentlemen:

Samuel A. Ramirez & Co., Inc., as underwriter (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”), which upon acceptance will be binding upon the Underwriter and the Community Facilities District. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Community Facilities District satisfying all of the obligations imposed upon them under this Purchase Agreement. This offer is made subject to the Community Facilities District’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11: 59 p.m., local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Community Facilities District at any time prior to the acceptance hereof by the Community Facilities District. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in that certain Indenture, dated as of November 1, 2025 (the “Indenture”), by and between the Community Facilities District and Zions Bancorporation, National Association, as trustee (the “Trustee”).

1. Purchase, Sale and Delivery of the Bonds.

Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $__________ aggregate principal amount of the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ _______ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $________ and less an Underwriter’s discount of $________). 1069
2 The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 4 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds will be offered and sold to certain dealers at prices lower than such initial offering prices.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the City Council of the City of Ontario (the “City”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on ________, 2025.

The net proceeds of the Bonds will be used to (i) provide financing for certain authorized facilities and costs with respect thereto related to the development within the Community Facilities District, (ii) fund a reserve fund with respect to the Bonds, and (iii) pay the costs of issuance with respect to the Bonds.

A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect.

The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of, or a municipal or financial advisor of, the Community Facilities District and has not assumed any advisory or fiduciary responsibility to the Community Facilities District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided or is currently providing other services to the Community Facilities District on other matters ), (iv) the Underwriter has financial interests that differ from those of the Community Facilities District, (v) the only obligations the Underwriter has to the Community Facilities District with respect to the transaction contemplated hereby are expressly set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the MSRB (as defined below) or other law, and (vi ) the Community Facilit ies District has consulted its own legal, financial , accounting, tax, and other advisors to the extent they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Urban Futures, Inc. as its municipal advisor (as 1070
3 defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of Urban Futures, Inc. with respect to the Bonds.

B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date] , relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Orrick Herrington & Sutcliffe LLP, Bond Counsel (“Bond Counsel”), Best Best & Krieger LLP , Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement executed by the Community Facilities District in connection with the Bonds (the “Continuing Disclosure Agreement”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached as an appendix to the Official Statement, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Los Angeles, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m.

California time, on [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.

2. Representations, Warranties and Covenants of the Community Facilities District .

The Community Facilities District represents, warrants and covenants to the Underwriter on behalf of itself and the City that:
1071
4 A. The City is duly organized and validly existing as a general law city under the Constitution and laws of the State of California and has duly authorized the formation of the Community Facilities District and the incurring of bonded indebtedness thereby pursuant to resolutions duly adopted by the City Council (collectively, the “Community Facilities District Formation Resolutions” and, together with the Community Facilities District Resolution of Issuance, the “Community Facilities District Resolutions”) and the Community Facilities District Act. The City Council, as the legislative body of the City and the Community Facilities District, has duly adopted the Community Facilities District Formation Resolutions and an ordinance of the City Council levying the Special Tax within the Community Facilities District (the “Ordinance”), and has caused to be recorded in the real property records of the County of San Bernardino, a notice of special tax lien, and any required amendments thereof (collectively, the “Notice of Special Tax Lien” and, together with the Community Facilities District Formation Resolutions and the Ordinance, the “Formation Documents”), and has duly adopted the Community Facilities District Resolution of Issuance. Each of its Formation Documents remains in full force and effect as of the date hereof and has not been amended or rescinded. The Community Facilities District is duly organized and validly existing as a Community Facilities District under the laws of the State of California. The Community Facilities District has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Agreement and the Indenture, and to carry out all transactions contemplated by each of such agreements; (ii) to issue, sell and deliver the Bonds as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Indenture, the Bonds, the Continuing Disclosure Agreement, this Purchase Agreement, that certain Acquisition and Funding Agreement dated as of July 1, 2024 (the “LS - Ontario II Acquisition Agreement”), by and between the City and LS -Ontario II, that certain Amended and Restated Acquisition and Funding Agreement, dated as of November 1, 2022, by and between the City and NMC Builders (the “NMC Builders Acquisition Agreement” and, together with the LS-Ontario II Acquisition Agreement, the “Acquisition Agreements”) and the Official Statement.

This Purchase Agreement, the Indenture, the Bonds , the Continuing Disclosure Agreement , and the Acquisition Agreement s are collectively referred to herein as the “Community Facilities District Documents.”
B. The Community Facilities District and the City, as applicable, have each complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the Community Facilities District Documents, and any immaterial noncompliance by the Community Facilities District and the City, if any, will not impair the ability of the Community Facilities District and the City, as applicable, to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the Community Facilities District will continue to comply with the covenants of the Community Facilities District contained in the Community Facilities District Documents.

C. The information in the Preliminary Official Statement and in the Official Statement relating to the Community Facilities District and the Bonds (other than statements pertaining to the book-entry system, as to which no view is expressed), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement 1072
5 necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.

D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the Community Facilities District will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not affect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Community Facilities District will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Community Facilities District at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.” E. Except as described in the Preliminary Official Statement, the Community Facilities District is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, and the performance of its obligations under the Community Facilities District Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Community Facilities District of its obligations under the Community Facilities District Documents or the performance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement.

F. Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Community Facilities District of its obligations under the Community Facilities District Documents, and the performance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

G. The Community Facilities District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. 1073
6 H. The Bonds are payable from the Net Special Tax Revenues of the Community Facilities District, as set forth in the Indenture, the levy of which has been duly and validly authorized pursuant to the Community Facilities District Act and the Special Tax within the Community Facilities District will be fixed and levied in an amount which, together with other available funds, is required for the payment of the principal of, and interest on, the Bonds when due and payable, all as provided in the Indenture. The Community Facilities District has covenanted to cause the Special Tax to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine.

I. The Indenture creates a valid pledge of, first lien upon and security interest in, the Net Special Tax Revenues of the Community Facilities District, and in the moneys in the Special Tax Fund, the Bond Fund, and the Reserve Fund established pursuant to the Indenture, on the terms and conditions set forth in the Indenture.

J. Except as disclosed in the Preliminary Official Statement, there are, to the best of the Community Facilities District’s knowledge, no entities with outstanding assessment or special tax liens against any of the properties within the Community Facilities District or which are senior to or on a parity with the Special Tax of the Community Facilities District referred to in paragraph (H) hereof.

K. The information contained in the Preliminary Official Statement and in the Official Statement (other than statements therein pertaining to the DTC and its book-entry system, as to which no view is expressed) is true and correct in all material respects and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

L. The Preliminary Official Statement was deemed final by a duly authorized officer of the Community Facilities District prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The Community Facilities District hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Community Facilities District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G-15, G-32 and G-36 of the MSRB.

M. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending (notice of which has been served on the City or the Community Facilities District) or to the best knowledge of the Community Facilities District or the City threatened, in which any such Action:
(i) in any way questions the existence of the Community Facilities District or the titles of the officers of the Community Facilities District to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of the Bonds or the payment or collection of Special Tax or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Community Facilities District Documents or the consummation of the transactions on the part of the Community Facilities District contemplated thereby; (iii) contests the exemption of interest on the Bonds from federal or State 1074
7 income taxation or contests the powers of the Community Facilities District which may result in any material adverse change relating to the financial condition of the Community Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.

N. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the Community Facilities District authorized to do so shall be deemed a representation and warranty by the Community Facilities District to the Underwriter on behalf of itself and the Community Facilities District as to the statements made therein.

O. At or prior to the Closing, the Community Facilities District will have duly authorized, executed and delivered the Continuing Disclosure Agreement in substantially the form attached as an appendix to the Official Statement. Based upon a review of its previous undertakings, and except as disclosed in the Preliminary Official Statement, the City and the City Entities (as defined in the Preliminary Official Statement) have not failed to comply in all material respects with any previous undertakings with regard to the Rule to provide annual reports or notices of enumerated events in the last five years. The Community Facilities District has not previously entered into any undertaking pursuant to the Rule.

P. The Community Facilities District will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Preliminary Official Statement and Official Statement.

Q. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the Community Facilities District will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Indenture.

R. Between the date of this Purchase Agreement and the date of Closing, the Community Facilities District will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

S. The City, on behalf of the Community Facilities District, has adopted local debt policies in accordance with Section 8855(i) of the California Government Code.

The Community Facilities District hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date.

The Community Facilities District hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained 1075
8 herein, and all other documents, certificates and written statements furnished by the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

The execution and delivery of this Purchase Agreement by the Community Facilities District shall constitute a representation by the Community Facilities District to the Underwriter that the representations and warranties contained in this Section 2 with respect to the Community Facilities District are true as of the date hereof.

3. Conditions to the Obligations of the Underwriter . The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Community Facilities District contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the Community Facilities District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Community Facilities District of their obligations to be performed hereunder at or prior to the Closing Date, and in reliance upon the representations and covenants of the Developer (defined below) contained in the certificate(s) delivered as of the Closing Date, and to the following additional conditions:

A. At the Closing Date, the Community Facilities District Resolutions and the Community Facilities District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate.

B. At the Closing Date, except as described in the Preliminary Official Statement, the City shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance of the conditions precedent to be performed hereunder will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance of the conditions precedent to be performed by the City hereunder.

C. At the Closing Date, except as described in the Preliminary Official Statement, the Community Facilities District shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan a greement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or 1076
9 bound, and the performance by the Community Facilities District of its obligations under the Bonds, the Community Facilities District Resolutions, the Indenture, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Community Facilities District of its obligations under the Indenture, the Bonds or the performance of the conditions precedent to be performed by the Community Facilities District hereunder.

D. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

E. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover page of the Official Statement, of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Community Facilities District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:

1. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof;

2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission (“SEC”), or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, including any 1077
10 or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect;

3. A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction;

4. The introduction, proposal or enactment of any amendment to the federal or California Constitution or any action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Community Facilities District, its property, income, securities (or interest thereon), the validity or enforceability of the Special Tax, or the ability of the Community Facilities District to construct or acquire the improvements as contemplated by the Formation Documents, the Community Facilities District Documents or the Official Statement or the right of any owner of the property within the Community Facilities District to develop such property in the manner described in the Official Statement , or the ability of the Community Facilities District to issue the Bonds as contemplated by the Indenture and the Official Statement;

5. Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

6. Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;

7. There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2) any other calamity or crisis in the financial markets of the United States or elsewhere, or (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations;

8. Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or Community Facilities District shall have occurred;

9. Any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Community Facilities District refuses to permit the Official Statement to be supplemented to supply such statement or information, or 1078
11 the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;

10. A general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force;

11. A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;

12. Any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;

13. A decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Securities, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Securities, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act;

14. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the City or the Community Facilities District; or

15. The commencement of any Action.

F. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:

1. The Official Statement, executed on behalf of the Community Facilities District by an authorized officer;

2. The Indenture, duly executed and delivered by the Community Facilities District and the Trustee;

3. The Community Facilities District Resolutions and the other Formation Documents, and the Community Facilities District Documents, together with a certificate dated as of the Closing Date of the City Clerk to the effect that the Community Facilities District Resolutions and the Ordinance are true, correct and complete copies of the ones duly adopted by the City Council;

4. The Continuing Disclosure Agreement executed and delivered by the Community Facilities District and the Trustee, as dissemination agent, and the Continuing Disclosure Certificate dated the Closing Date (the “Developer Continuing Disclosure Certificate ”) of Landsea Homes of California LLC, , a Delaware limited liability company, on behalf of itself and LS -Ontario 1079
12 II LLC, a Delaware limited liability company (together, the “Developer”), in each case substantially in the respective forms attached as appendixes to the Official Statement;

5. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the Community Facilities District, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the Community Facilities District and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State of California, in substantially the form included as an appendix to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter and the Trustee, to the effect that such opinion addressed to the Community Facilities District may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion was addressed to it;

6. A supplemental opinion or opinions of Bond Counsel dated the Closing Date and addressed to the Underwriter to the effect that:
(i) this Purchase Agreement and the Continuing Disclosure Agreement have been duly executed and delivered by the Community Facilities District and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid and binding obligations of the Community Facilities District, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State;
(ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(iii) the statements contained in the Official Statement under the captions “THE SERIES 2025 BONDS” (except information relating to DTC and its book- entry system and information under the caption “Debt Service Schedule,” as to which no opinion is expressed), “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS,” (except information under the captions “Special Tax” and “Rate and Method of Apportionment” as to which no opinion is expressed), “TAX MATTERS,” and Appendix F - “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” excluding any material that may be treated as included under such captions by cross -reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Indenture and certain matters addressed in Bond Counsel’s final approving opinion, are accurate in all material respects.

7. A letter, dated the Closing Date and addressed to the Underwriter and the Community Facilities District, of Disclosure Counsel, to the effect that no facts have come to the attention of the attorneys in such firm rending legal services in connection with the Bonds that cause them to believe that the Preliminary Official Statement, as of its date and as of the date of this Purchase Agreement, and the Official Statement, as of its date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any appendices, CUSIP numbers, financial, accounting, statistical, economic, engineering or demographic data or 1080
13 forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any determinations regarding valuation, real estate, and environmental matters, or any basis therefor; information about the Underwriter, underwriting; statements relating to the treatment of the Bonds or the interest, discount or premium related thereto for tax purposes under the laws of any jurisdiction and statements contained in the Official Statement under the caption “TAX MATTERS” and any information about the Depository Trust Company or the book-entry system);

8. A certificate dated the Closing Date and signed by an authorized representative of the Community Facilities District or an authorized designee, on behalf of the Community Facilities District to the effect that: (i) the representations and warranties made by the Community Facilities District contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the Community Facilities District has complied with all the agreements and satisfied all the conditions on its part to be satisfied under this Purchase Agreement, the Community Facilities District Resolutions, the Community Facilities District Documents and the Official Statement at or prior to the Closing Date; and (iv) all information in the Official Statement relating to the Community Facilities District (other than information therein provided by the Special Tax Consultant) is true and correct in all material respects as of the date of the Official Statement and as of the Closing Date;

9. An opinion of Issuer’s Counsel dated the date of Closing and addressed to the Underwriter, the Trustee and the City, substantially in the form attached hereto as Exhibit D;

10. A certificate dated the Closing Date from Kitty Siino & Associates, Inc., as appraiser ( the “Appraiser”), addressed to the Community Facilities District and the Underwriter substantially to the effect that (i) the assumptions made in the appraisal of the taxable properties within the Community Facilities District, dated ________, 2025 (the “Appraisal Report”), prepared by the Appraiser are reasonable; the Appraisal Report fairly and accurately described, as of the stated date of value, the market values of the properties in the Community Facilities District that are subject to the S pecial Tax, (ii) the Appraiser is not aware of any event or act which occurred since the date of value of the Appraisal Report which, in its opinion, would materially and adversely affect the conclusions as to the market value of the appraised property in the Community Facilities District, (iii) the Appraiser consents to the reproduction of the Appraisal Report as an appendix to the Preliminary Official Statement and the final Official Statement, each with respect to the Bonds, and to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement, (iv) the Appraisal Report complies with the Appraisal Standards for Land-Secured Financings issued by the California Debt and Investment Advisory Commission dated July, 2004, (v) a true and correct copy of the Appraisal Report is attached as an appendix to the Preliminary Official Statement and the Official Statement ; and (vi) neither the Appraisal Report nor the information in the Preliminary Official Statement or the Official Statement referring to it contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
1081
14 11. A certificate dated the Closing Date from Goodwin Consulting Group, Inc. addressed to the Community Facilities District and the Underwriter to the effect that:
(i) the Special Tax, if levied and collected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Tax of the Community Facilities District, as of the Closing Date, would generate at least 110% of the annual debt service payable with respect to the related issue of Bonds , net of estimated Administrative Expenses , based on such assumptions and qualifications as shall be acceptable to the Underwriter; (ii) the statements in the Preliminary Official Statement and the Official Statement provided by Goodwin Consulting Group, Inc. concerning the Special Tax in the Community Facilities District and all information supplied by it for use in the Official Statement were as of the date of the Preliminary Official Statement, the date of the Official Statement and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) all information supplied by Goodwin Consulting Group, Inc. to the Appraiser is true and correct as of the date of the Preliminary Official Statement and the date of the Official Statement and as of the Closing Date, based on such assumptions as may have been supplied by it; and (iv) the information contained in the Appraisal Report with respect to taxes and tax rates applicable, and projected to be applicable, to the property in the Community Facilities District is consistent with such information provided by Goodwin Consulting Group, Inc. to the Appraiser, which information so provided was based on information obtained by Goodwin Consulting Group, Inc. from the Community Facilities District, the Developer, and the City;

12. Certified copies of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution of the Indenture and the authentication of the Bonds;

13. A certificate of the Trustee, addressed to the Underwriter, and the Community Facilities District dated the Closing Date, to the effect that: (i) the Trustee is authorized to carry out corporate trust powers, and has full power and authority to perform its duties under the Indenture and the Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to execute and deliver the Indenture and the Continuing Disclosure Agreement, to accept the obligations created by the Indenture and the Continuing Disclosure Agreement and to authenticate the Bonds pursuant to the terms of the Indenture; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture; and (iv) to the best of its knowledge, compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any material agreement or material instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties;

14. An opinion of counsel to the Trustee dated the Closing Date, addressed to the Underwriter, and the Community Facilities District to the effect that (i) the Trustee is a national banking association duly organized and validly existing under the laws of the jurisdiction of its organization and has the corporate power to execute and deliver the Indenture, the Continuing Disclosure Agreement, and any other documentation relating to the Indenture, (ii) the execution and delivery by the Trustee of the Indenture, the Continuing Disclosure Agreement, and 1082
15 any other documentation relating to the Indenture, and its performance of its obligations under the Indenture, have been and are as of the date hereof duly authorized by all necessary corporate action, (iii) the Indenture and the Continuing Disclosure Agreement have been duly executed and delivered and constitute the valid and legally binding obligations of the Trustee enforceable against it in accordance with their terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought as a proceeding in equity or at law), and (iv) the Bonds have been duly authenticated and delivered by the Trustee;

15. A certificate of the Community Facilities District dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

16. From counsel to the Developer, (i) a negative assurance letter of such counsel, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel, and (ii) an opinion letter of such counsel, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel, to the effect that the Developer Continuing Disclosure Certificate has been duly authorized, executed and delivered by the Developer;

17. A Letter of Representations from the Developer dated the date of printing the Preliminary Official Statement, substantially in the form attached hereto as Exhibit B;

18. A Closing Certificate from the Developer dated the Closing Date, substantially in the form attached hereto as Exhibit C, or as such Closing Certificate may be modified with the approval of the Underwriter and Disclosure Counsel;

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

20. An opinion of Kutak Rock LLP, counsel to the Underwriter, dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter;

21. A certificate of Urban Futures, Inc., the City’s municipal advisor (the “Municipal Advisor”), to the effect that the Municipal Advisor has participated in the preparation of the Preliminary Official Statement and the Official Statement and nothing has come to the attention of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omits to state a fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and
1083
16 22. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the Community Facilities District contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Community Facilities District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Community Facilities District in connection with the transactions contemplated hereby and by the Indenture and the Official Statement.

If the Community Facilities District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Community Facilities District nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the Community Facilities District set forth in Section 5 hereof shall continue in full force and effect.

4. Establishment of Issue Price.

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

All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.

B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “ 10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public , provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds . For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing. 1084
17 C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or

(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii ) to comply with the hold-the -offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter, (b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
1085
18 (2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third- party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds , as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.

F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party;
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Community Facilities District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 1086
19 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Agreement by all parties.

5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:

A. The Underwriter shall be under no obligation to pay, and the Community Facilities District shall pay or cause to be paid (out of any legally available funds of the Community Facilities District) all expenses incident to the performance of the Community Facilities District’s obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to DTC, the cost of preparation, printing, distributing and delivering of the Indenture, the Preliminary Official Statement, the Official Statement, any amendment or supplement to the Preliminary Official Statement or the Official Statement and this Purchase Agreement, and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Trustee, Bond Counsel , Disclosure Counsel and any financial advisors, special tax consultants, appraisers, accountants, engineers or any other e xperts or consultants the City or the Community Facilities District may have retained in connection with the Bonds; and
B. The Community Facilities District shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel, meals, transportation and lodging (but not entertainment expenses), and any advertising expenses in connection with the public offering of the Bonds.

6. Notices. Any notice or other communication to be given to the Community Facilities District or the Community Facilities District under this Purchase Agreement may be given by delivering the same in writing to the City of Ontario, 303 East “B” Street, Ontario, California 91764, Attention: City Manager; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Samuel A. Ramirez & Co., Inc., 12130 Millennium Drive, Suite 300, Los Angeles, California 90094; Attention: Public Finance.

7. Parties In Interest . This Purchase Agreement is made solely for the benefit of the Community Facilities District and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 1087
20 8. Survival of Representations and Warranties . The representations and warranties of the Community Facilities District under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Community Facilities District and regardless of delivery of and payment for the Bonds.

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

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance.

11. No Prior Agreements . This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in relation to the sale of the Bonds by the Community Facilities District.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.
1088

S-1

13. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,
SAMUEL A. RAMIREZ & CO., INC.

By:

Its: Authorized Officer
The foregoing is hereby agreed to and
accepted as of the date first above written:

CITY OF ONTARIO COMMUNITY
FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
By:

Authorized Officer

Time of Execution: _____________ California time

1089

A-1

EXHIBIT A

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2026
2027
2028
2029
2030
2031
2032
2033
2034
20__(T)
20__(T)
20__(T)
20__(T)

____________________________
(T) Term Bond.
(C) Priced to optional redemption date of September 1, 20__, at [par]. * At the time of execution of this Purchase Agreement and assuming orders are confirmed immediately after the execution of this Purchase Agreement.

1090

A-2

REDEMPTION PROVISIONS

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

Mandatory Redemption from Special Tax Prepayments. The Bonds shall be subject to mandatory redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of Special Tax prepayments required to be applied thereto pursuant to the Indenture and any amount required to be applied thereto pursuant to the Indenture , at the following respective Redemption Prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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

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

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

The Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 20__ at a Redemption Price equal to the principal amount of the Bonds maturing September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:
1091

A-3
Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed

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

1092

B-1

EXHIBIT B

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

LETTER OF REPRESENTATIONS OF
[LANDSEA HOMES OF CALIFORNIA LLC]
[POS Date]
City of Ontario Community Facilities District
No. 71 (Neuhouse Phase 2)
303 East B Street
Ontario, California 91764

Samuel A. Ramirez & Co., Inc.
12130 Millennium Drive, Suite 300
Los Angeles, California 90094
Ladies and Gentlemen:

Reference is made to the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “ Bond Purchase Agreement ”). This Letter of Representations of [Landsea Homes of California LLC] (the “ Letter of Representations ”) is delivered pursuant to and in satisfaction of Section 3(F)(17) of the Bond Purchase Agreement.

Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of [Landsea Homes of California LLC], a Delaware limited liability company (the “ Developer”), and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer is duly organized and validly existing under the laws of the State of California and has all requisite right, power and authority (i) to execute and deliver this Letter of Representations, and (ii) to develop its property in the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”) as described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within the Community Facilities District is held in the name of the Developer (herein, the “Property”). The undersigned, on behalf of the Developer, makes the representations herein with respect to all such Property. Except as otherwise described in the Preliminary Official Statement, the Developer’s current expectation is that the Developer shall remain the party responsible for the 1093

B-2
construction and sale of homes within the Property. Except as disclosed in the Preliminary Official Statement, the Developer has not entered into an agreement for development or management of the Property by any other entity, except such subcontracts, consultant agreements and similar agreements for land development activities associated with the Developer’s development plan as are entered into in the ordinary course of business.

3. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, 1 is pending against any current
Affiliate2 (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Developer or any such Affiliate (a) to restrain or enjoin the collection of the special tax levied on the Property by the Community Facilities District (the “Special Tax”) or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the reserve fund established under the Indenture (herein, the “Reserve Fund”)), (b) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement, ( c) to materially adversely affect the ability of the Developer to perform its obligations under the Continuing Disclosure Certificate (as hereinafter defined), (d) in any way contesting or affecting the validity of the Special Tax, or (e ) which is reasonably likely to materially and adversely affect the Developer’s ability to develop and sell the Property as described in the Preliminary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

4. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the

1 “Actual Knowledge of the Undersigned ” means, as of the date of this Letter of Representations, the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set for th in this Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which t he undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Letter o f Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations.

Individuals who are no longer employees of the Developer and its Affiliates have not been contacted.

2 “Affiliate” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Community Facilities District and investment decision regarding the Bonds (i.e., information relevant to (a ) the Developer’s development plans with respect to the Property and ability to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Develop) prior to delinquency . “ Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “ control” (including the terms “controlling ,” “controlled by” or “under common control with ”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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Developer’s financing plan, other loans of such Affiliates) as set forth under the sections of the Preliminary Official Statement captioned “PROPERTY OWNERSHIP AND THE DEVELOPMENT” and “CONTINUING DISCLOSURE – Developer Continuing Disclosure Certificate” (but in all cases under all captions excluding therefrom (i) information regarding the Appraisal Report (as defined herein), market value ratios and annual special tax ratios, and (ii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. Except as described in the Preliminary Official Statement, there are no material loans outstanding and unpaid and no material lines of credit of the Developer or its Affiliates, that are secured by an interest in the Property. Neither the Developer nor, to the Actual Knowledge of the Undersigned, any of its Affiliates is currently in material default on any loans, lines of credit or other obligation related to the development of the Property or any other project which default is reasonably likely to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

6. To the Actual Knowledge of the Undersigned, other than as disclosed in the Preliminary Official Statement, the Developer is not aware that any of the Property has a current liability with respect to the presence of a substance presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable California law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

7. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District, to challenge the adoption of the ordinance of the Community Facilities District levying Special Tax within the Community Facilities District, to invalidate the Community Facilities District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent the Developer in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Tax pursuant to which Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected or (c) an action or suit to enforce the obligations of the City and/or the Community Facilities District under the Community Facilities District Resolutions, the Ordinance, the Indenture, or any other agreements among the Developer, an Affiliate, the City and/or the Community Facilities District or to which the Developer or an Affiliate is a party or beneficiary.

8. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.
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9. The Developer intends to comply with the provision of the Mello-Roos Community Facilities Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

10. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

11. The Developer agrees to execute at Closing the Continuing Disclosure Certificate, substantially in the form attached as Appendix H to the Preliminary Official Statement (the “Continuing Disclosure Certificate ”), with such additional changes as may be agreed to by the Developer and the Underwriter. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware of any material failures by it or any entity under managerial control of the Developer to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement executed by it or an entity under the managerial control of the Developer to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five years.

12. To the Actual Knowledge of the Undersigned, execution and delivery of the Continuing Disclosure Certificate, and the performance by the Developer of its obligations under the Continuing Disclosure Certificate, will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or financial obligations of the Developer, or any applicable law, regulation, judgment or decree.

13. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliate of the Developer (with proper service of process having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debt or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation which is reasonably likely to have a materially adverse impact on the ability of the Developer to develop the Property as described in the Preliminary Official Statement, to perform its obligations under the Continuing Disclosure Certificate, or to pay the Special Tax or ad valorem tax obligations with respect to the portion of the Property then owned by the Developer (to the extent the responsibility of the Developer) prior to delinquency.

14. The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer and its Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. However, to the Actual Knowledge of the Undersigned, during the last five years, neither the Developer nor any current Affiliate has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property included within the boundaries of a community facilities district or an assessment district in California that (a) caused a draw on a reserve fund relating to 1096

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such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the delinquent Developer or such Affiliate in a court of law.

15. The Developer has not filed for the reassessment of the assessed value of any portions of the Property, other than in connection with the sale of homes to individual homebuyers.

16. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Developer, its Affiliates or any contractors working on the development of the Property which is reasonably likely to materially and adversely affect the Developer’s development of the Property as described in the Preliminary Official Statement , the performance of its obligations under the Continuing Disclosure Certificate , or the payment of the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

17. Based upon the current development plans, including, without limitation, the current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled “SPECIAL RISK FACTORS,” the Developer presently anticipates that it will have sufficient funds to develop the Property as described in the Preliminary Official Statement and to pay Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and does not anticipate that the City or the Community Facilities District will be required to resort to a draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the Developer’s nonpayment of Special Tax . However, neither the Developer nor any of its Affiliates are obligated to make any additional capital contribution or loan to the Developer at any time, and the Developer reserves the right to change its development plans and financing plans for the Property at any time without notice.

18. An appraisal of the taxable properties within the Community Facilities District, dated _________, 202 5 (the “ Appraisal Report”), was prepared by Kitty Siino & Associates, Inc. (the “Appraiser”). The Appraisal Report estimates the market value of the taxable properties within the Community Facilities District as of August 18, 2025 (the “ Date of Value ”). To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Developer to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow or circled in Exhibit A attached hereto, was true and correct in all material respects as of the Date of Value.

19. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 4 herein (and subject to the limitations and exclusions set forth in Paragraph 4), the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an “ Indemnified Party” and, collectively, the “ Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions, or legal or other expenses, arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a 1097

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material fact by the Developer in the above -referenced information in the Preliminary Official Statement, as of its date, necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment as set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. 1098

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20. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has actual knowledge which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 4 hereof (and subject to the limitations and exclusions contained in Paragraph 4 hereof), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Developer shall notify the City, the Community Facilities District and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City and the Community Facilities District in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City, the Community Facilities District and to the Underwriter.

21. The Developer agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit C to the Bond Purchase Agreement. If any event related to or affecting the Developer, its Affiliates, or the ownership, development, or sale of the Property occurs, as a result of which it is necessary to modify the Closing Certificate, the Developer agrees to deliver a new Closing Certificate revised to reflect such event.

22. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have had the opportunity to discuss with counsel to the Developer the meaning of the contents of this Letter of Representations. The Developer acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Developer and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such securities laws.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Developer.

[LANDSEA HOMES OF CALIFORNIA
LLC], a Delaware limited liability company

By: ________________________________
Name: ______________________________
Title: _______________________________

[EXECUTION PAGE OF LETTER OF REPRESENTATIONS OF [LANDSEA HOMES OF CALIFORNIA LLC]]

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EXHIBIT A
To

LETTER OF REPRESENTATIONS
OF [LANDSEA HOMES OF CALIFORNIA LLC]

DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT

See attached.

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EXHIBIT C

FORM OF CLOSING CERTIFICATE

$___________

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

CLOSING CERTIFICATE OF
[LANDSEA HOMES OF CALIFORNIA LLC]
[Closing Date]
City of Ontario Community Facilities District
No. 71 (Neuhouse Phase 2)
303 East B Street
Ontario, California 91764
Attn: City Manager

Samuel A. Ramirez & Co., Inc.
12130 Millennium Drive, Suite 300
Los Angeles, California 90094

Ladies and Gentlemen:

Reference is made to the above -captioned bonds (the “ Bonds”) and to the Bond Purchase Agreement, dated [BPA Date] (the “ Bond Purchase Agreement ”), entered into in connection therewith. This Closing Certificate of [Landsea Homes of California LLC] (the “ Closing Certificate”) is delivered pursuant to Section 3(F)(18) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of [Landsea Homes of California LLC] (the “ Letter of Representations ”), dated [POS Date], delivered by [Landsea Homes of California LLC], a Delaware limited liability company (the “Developer”).

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer has received the final Official Statement dated [BPA Date] relating to the Bonds (the “ Official Statement”). To the Actual Knowledge of the Undersigned, each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be 1102

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references to the Official Statement and all references to the Continuing Disclosure Certificate herein shall be deemed to be references to the Continuing Disclosure Certificate as executed by the Developer in connection with the sale of the Bonds.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) relating to the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of its Affiliates), which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.

3. For the period through 25 days after the “ End of the Underwriting Period” as defined in the Bond Purchase Agreement (provided the Developer may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event relating to or affecting the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of its Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the Community Facilities District, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the City, the Community Facilities District and the Underwriter in the preparation and publication of a supplement or amendment to the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations), in form and substance satisfactory to the Underwriter and counsel to the City and the Community Facilities District which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Developer has duly authorized the execution and delivery of the Continuing Disclosure Certificate.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Developer.

[LANDSEA HOMES OF CALIFORNIA
LLC], a Delaware limited liability company

By: ________________________________
Name: ______________________________
Title: _______________________________

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EXHIBIT D
FORM OF ISSUER’S COUNSEL OPINION
[Closing Date]
City of Ontario
Community Facilities District No. 71
(Neuhouse Phase 2)
303 East “B” Street
Ontario, California 91764

Samuel A. Ramirez & Co., Inc., as
Underwriter
12130 Millennium Drive, Suite 300
Los Angeles, California 90094
Zions Bancorporation,
National Association, as Trustee
550 South Hope Street, Suite 2875
Los Angeles, California 90071

ISSUER’S COUNSEL OPINION
Re: $__________ City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025
Ladies and Gentlemen:

We have acted as issuer’s counsel (“Issuer’s Counsel”) to the City of Ontario (the “City”) and the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”), in connection with the issuance of the $__________ City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Bonds”). In such capacity, we have been asked to render this opinion in connection with Section 3(F)(9) of that certain Bond Purchase Agreement, dated [BPA Date] (the “Bond Purchase Agreement”), by and between Samuel A. Ramirez & Co., Inc., as underwriter, and the Community Facilities District relating to the Bonds. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Bond Purchase Agreement.

In rendering this opinion, we have examined and relied upon originals or copies of the following documents upon which we are relying, without further inquiry or investigation (although we advise you that we have no actual knowledge to the contrary of any matters related thereto): (i) the Community Facilities District Resolution of Issuance, (ii) Resolution No. ____, adopted by the City Council of the City (the “City Council”) on _______ (the “Resolution of Intention”), (iii) Resolution No. _______, adopted by the City Council on ______ (the “Resolution to Incur Indebtedness”), (iv) Resolution No. _______, adopted by the City Council on _____ (the “Resolution of Formation”), (v) Resolution No. _____, adopted by the City Council on _____ (the “Resolution Deeming it Necessary to Incur Indebtedness”), (vi) Resolution No. ______, adopted by the City 1105

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Council on ______ (the “Resolution Calling Election”), (vii) Resolution No. _______, adopted by the City Council on _______ (the “Resolution Declaring Results”), (viii) Ordinance No. ___, adopted by the City Council on ______ (the “Ordinance” and, together with the Resolution of Intention, the Resolution to Incur Indebtedness, the Resolution of Formation, the Resolution Deeming it Necessary to Incur Indebtedness, the Resolution Calling Election, and the Resolution Declaring Results the “Formation Documents”), (xvii) the Community Facilities District Documents, and (xviii) the Official Statement, relating to the Bonds, and we have made such other investigations of law and facts as we have deemed necessary to render the following opinions.

In rendering this opinion, we have assumed, without independent investigation, that all documents submitted to or reviewed by us are accurate and complete and, if not originals, are true and correct copies of originals and the accuracy of the statements and representations contained in such documents. As to questions of fact material to this opinion letter, we have relied upon representations and information supplied to us by the City and the Community Facilities District and their respective officers, employees, and representatives and upon representations and certificates of various public officials. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City and the Community Facilities District. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are not true, but we have made no other factual investigations.

When used herein, the phrase “current actual knowledge” means knowledge as we have obtained from (i) the incumbency and signature certificate of the Community Facilities District, (ii) the representations and warranties contained in each closing certificate of the City or the Community Facilities District, (iii) knowledge of facts or other information currently known to lawyers in our firm who have performed legal services for the City or the Community Facilities District, and (iv) a litigation search in California State and federal court conducted on ___________, 20___.

Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The City is a municipal corporation and general law city, duly organized and validly existing pursuant to the Constitution and laws of the State of California (the “State”).

2. The Community Facilities District is duly organized and validly existing as a community facilities district under the Constitution and laws of the State.

3. The Community Facilities District Resolution of Issuance and the Formation Documents have been duly adopted at meetings of the City Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Community Facilities District Resolution of Issuance and the Formation Documents are in full force and effect and have not, other than as described in the Official Statement, been modified, amended, rescinded or repealed since the respective dates of their adoption.

4. The Community Facilities District Documents and the Official Statement have been duly authorized, executed and delivered by the Community Facilities District and constitute the legal, valid and binding obligations of the Community Facilities District enforceable against the Community Facilities District in accordance with their terms, subject 1106

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to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases or seeks to restrain or to enjoin the development of property within the Community Facilities District.

5. Except as may be stated in the Official Statement, to our current actual knowledge, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City or the Community Facilities District) or threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Community Facilities District, or the titles of their members and officers to their respective offices; or (b) affect the validity of the Community Facilities District Documents or restrain or enjoin the repayment of the Bonds or in any way contest or affect the validity of the Community Facilities District Documents or contest the authority of the Community Facilities District to enter into or perform its obligations under any of the Community Facilities District Documents or under which a determination adverse to the City or Community Facilities District would have a material adverse effect upon the financial condition or the revenues of the City or Community Facilities District, questions the right of the Community Facilities District to use the Special Tax levied within the Community Facilities District for the repayment of the Bonds or affects in any manner the right or ability of the Community Facilities District to collect or pledge the Special Tax levied within the Community Facilities District for the repayment of the Bonds.

6. To our current actual knowledge, the execution and delivery of the Bonds and the Community Facilities District Documents, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument of which the Community Facilities District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Community Facilities District to perform its obligations under the Bonds or the Community Facilities District Documents.

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

The opinions set forth above are subject to the following additional qualifications:
(a) We express no opinion with respect to the laws of any state or jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorization, execution, validity, enforceability or effect of any of the documents mentioned herein; provided further that we express no opinion with respect to California or federal tax and securities law. (b) As Issuer’s Counsel in this matter, we have not rendered financial advice to the Community Facilities District and do not represent by this opinion, or otherwise, that we 1107

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reviewed or made any assessment about, nor do we express any opinion about, the ability of the Community Facilities District to pay debt service or amounts due under the Indenture, and accordingly, we offer no opinion whatsoever regarding such financial feasibility or ability to repay the Bonds.
(c) We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the foregoing documents. (d) General principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and limitations imposed by bankruptcy, insolvency, fraudulent conveyance, receivership, conservatorship, reorganization, arrangement, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights in general heretofore or hereafter enacted, as such laws may be applied in the event of bankruptcy, insolvency, reorganization, arrangement, receivership, conservatorship, liquidation, readjustment of debt or other similar proceedings of, or moratorium or similar occurrence affecting municipal corporations in the State.

No attorney- client relationship exists between you and us (other than the City and Community Facilities District). This opinion is solely for the benefit of the addressees in connection with the transactions covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person or for any other purpose without our prior written approval; provided, however, copies of this opinion may be included in the closing transcripts for the transactions connected with the issuance of the Bonds.

This opinion letter speaks only as of its date, and we disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. The opinions herein are limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Respectfully submitted,

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EXHIBIT E
$__________

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

FORM OF ISSUE PRICE CERTIFICATE

The undersigned, Samuel A. Ramirez & Co., Inc. (“Ramirez”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Bond Purchase Agreement. On [BPA Date] (the “Sale Date”) , Ramirez and the Issuer executed a Bond Purchase Agreement (the “Purchase Agreement”) in connection with the sale of the Bonds. Ramirez has not modified the Purchase Agreement since its execution on the Sale Date.

2. Price.
(a) As of the date of this Certificate, for each of the General Rule Maturities of the Bonds, the first price at which at least 10% of each such Maturity of the Bonds was sold to the Public (the “10% Test”) was the respective price for such Maturity listed in Schedule A attached hereto.
(b) Ramirez offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(c) As set forth in the Bond Purchase Agreement, Ramirez has agreed in writing that, (i) for each Maturity of the Hold-the -Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold- the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the - Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) “General Rule Maturities” means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
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(b) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) “Holding Period” means, with respect to a Hold- the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Ramirez has sold at least 10% of such Hold- the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) “Issuer” means the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2).
(e) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

4. Reserve Fund. The funding of the Reserve Fund under the Indenture, and as provided in the Tax Certificate, is reasonably required, was a vital factor in marketing the Bonds, facilitated the marketing of the Bonds at an interest rate comparable to that of bonds and other tax- exempt obligations of a similar type, and is not in excess of the amount necessary for such purpose.

5. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Ramirez ’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer dated [Closing Date] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

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SAMUEL A. RAMIREZ & CO., INC.

By:

Dated: [Closing Date]
1111

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SCHEDULE A
TO

ISSUE PRICE CERTIFICATE

[TO BE ATTACHED]

1112

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SCHEDULE B
TO

ISSUE PRICE CERTIFICATE

[PRICING WIRE TO BE ATTACHED]

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4149-2307-3886.2

CONTINUING DISCLOSURE AGREEMENT

by and between

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)

and

ZIONS BANCORPORATION, NATIONAL ASSOCIATION,

AS TRUSTEE

Dated as of ________ 1, 2025

City of Ontario
Community Facilities District No. 71
(Neuhouse Phase 2)
Special Tax Bonds, Series 2025

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CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of ________ 1, 2025, is by and between CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2 ), a community facilities district organized and existing under the laws of the State of California (the “Community Facilities District”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Community Facilities District has issued its City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Series 2025 Bonds”), in the aggregate principal amount of $__________, pursuant to the Indenture, dated as of ________ 1, 2025 (the “Indenture”), by and between the Community Facilities District and the Trustee; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Community Facilities District and the Trustee for the benefit of the owners and beneficial owners of the Series 2025 Bonds and in order to assist the underwriter of the Series 2025 Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

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

Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture.
“Annual Report” means any Annual Report provided by the Community Facilities District pursuant to, and as described in, Sections 2 and 3 hereof. “Annual Report Date” means the date in each year that is the first day of the month following the ninth month after the end of the Community Facilities District’s fiscal year, which date, as of the date of this Disclosure Agreement, is April 1. “Community Facilities District” means City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2), a community facilities district organized and existing under the laws of the State, and its successors.
“Disclosure Representative” means the Deputy City Treasurer of the City, or his or her designee, or such other person as the Community Facilities District shall designate in writing to the Trustee from time to time.
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“Dissemination Agent” means the Trustee, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Community Facilities District and which has filed with the Trustee a written acceptance of such designation. “Financial Obligation” means (a) a debt obligation of the Community Facilities District, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation of the Community Facilities District, or (c) a guarantee of (i) a debt obligation of the Community Facilities District, or (ii) a derivative instrument described in clause (b), above; provided, however, that the term “Financial Obligation” shall not include “municipal securities” (as such term is defined in the Securities Exchange Act of 1934, as amended) as to which a “final official statement” (as such term is defined in the Rule) has been provided to the MSRB consistent with the Rule. “Indenture” means the Indenture, dated as of ________ 1, 2025, by and between the Community Facilities District and Zions Bancorporation, National Association, as Trustee, as originally executed and as it may be modified or amended from time to time in accordance with its terms.
“Listed Events” means any of the events listed in subsection (a) or subsection (b) of Section 4 hereof.
“MSRB” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. “Participating Underwriter” means the original underwriter of the Series 2025 Bonds required to comply with the Rule in connection with the offering of the Series 2025 Bonds. “Rule” means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Trustee” means Zions Bancorporation, National Association, as Trustee under the Indenture, or any successor thereto as Trustee t hereunder substituted in its place as provided therein.

Section 2. Provision of Annual Reports. (a) The Community Facilities District shall, or shall cause the Dissemination Agent to, provide to the MSRB an Annual Report that is consistent with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing with the report for the 2024- 25 Fiscal Year. The Annual Report may include by reference other information as provided in Section 3 hereof; provided, however, that the audited financial statements of the Community Facilities District, if any, may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Community Facilities District’s fiscal year changes, it shall, or it shall instruct the Dissemination Agent to, give notice of such change in a filing with the MSRB.
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(b) Not later than 15 Business Days prior to the Annual Report Date , the Community Facilities District shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not received a copy of the Annual Report, the Trustee shall contact the Community Facilities District and the Dissemination Agent to determine if the Community Facilities District is in compliance with the first sentence of this subsection (b).
(c) If the Trustee is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a) of this Section, the Trustee shall, in a timely manner, send a notice to the MSRB in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall:
(i) provide each Annual Report received by it to the MSRB, as provided herein; and
(ii) file a report with the Community Facilities District and (if the Dissemination Agent is not the Trustee) the Trustee certifying that such Annual Report has been provided pursuant to this Disclosure Agreement and stating the date it was provided to the MSRB.

Section 3. Content of Annual Reports . The Community Facilities District’s Annual Report shall contain or incorporate by reference the following:
(a) The Community Facilities District’s audited financial statements, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Community Facilities District’s audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to subsection (a) of Section 2 hereof, the Annual Report shall contain unaudited financial statements, in a format similar to that used for the Community Facilities District’s audited financial statements, and the audited financial statements, if any, shall be filed in the same manner as the Annual Report when they become available. (b) The following information:
(i) The principal amount of Series 2025 Bonds Outstanding as of the December 31 next preceding the Annual Report Date;
(ii) The principal amount of Additional Bonds , if any, Outstanding as of the December 31 next preceding the Annual Report Date; (iii) The balance in (A) the LS -ONTARIO II Acquisition Account, and (B) the NMC Acquisition Account, as of the December 31 next preceding the Annual Report Date;
(iv) The balance in the Reserve Fund, and a statement of the Reserve Requirement, as of the December 31 next preceding the Annual Report Date; 1117

4 4149-2307-3886.2

(v) The total assessed value of all parcels within the Community Facilities District on which the Special Tax is levied, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, and a statement of assessed value -to- Bonded debt ratios therefor, either by individual parcel or by categories (e.g., “below 3:1,” “3:1 to 4:1,” etc.);
(vi) The Special Tax delinquency rate for all parcels within the Community Facilities District, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, the number of parcels within the Community Facilities District delinquent in payment of the Special Tax as of the December 31 next preceding the Annual Report Date, the amount of each delinquency, the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the Community Facilities District; provided, however, that parcels with aggregate delinquencies of $2,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category; (vii) The status of foreclosure proceedings and a summary of the results of any foreclosure sales as of the December 31 next preceding the Annual Report Date;
(viii) The identity of any property owner representing more than 5% of the Special Tax levy delinquent in payment of the Special Tax as of the December 31 next preceding the Annual Report Date;
(ix) A land ownership summary listing property owners responsible for more than 5% of the annual Special Tax, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date; and
(x) A description of any changes to the Rate and Method approved by, or submitted for approval to, the qualified electors of the Community Facilities District during the period from the date of filing the prior year’s Annual Report to the date of filing such Annual Report.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Community Facilities District or related public entities that have been made available to the public on the MSRB’s website . The Community Facilities District shall clearly identify each such other document so included by reference.

Section 4. Reporting of Significant Events . (a) Pursuant to the provisions of this Section, the Community Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2025 Bonds in a timely manner not later than ten business days after the occurrence of the event:
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(i) Principal and interest payment delinquencies.
(ii) Unscheduled draws on debt service reserves reflecting financial difficulties.
(iii) Unscheduled draws on credit enhancements reflecting financial difficulties.
(iv) Substitution of credit or liquidity providers, or their failure to perform. (v) Adverse tax opinions or issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB).
(vi) Tender offers.
(vii) Defeasances.
(viii) Rating changes.
(ix) Bankruptcy, insolvency, receivership or similar event of the Community Facilities District.
(x) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.

For purposes of the event identified in paragraph (ix) of this subsection, the event is considered to occur when any of the following occur: the appointment of a receiver, trustee or similar officer for the Community Facilities District in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Community Facilities District, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Community Facilities District.
(b) Pursuant to the provisions of this Section, the Community Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2025 Bonds, if material, in a timely manner not later than ten business days after the occurrence of the event:
(i) Unless described in paragraph (v) of subsection (a) of this Section, material notices or determinations by the Internal Revenue Service with respect to the tax status of the Series 2025 Bonds or other material events affecting the tax status of the Series 2025 Bonds.
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(ii) Modifications to rights of holders of the Series 2025 Bonds. (iii) Series 2025 Bond calls.
(iv) Release, substitution, or sale of property securing repayment of the Series 2025 Bonds.
(v) Non-payment related defaults.
(vi) The consummation of a merger, consolidation, or acquisition involving the Community Facilities District or the sale of all or substantially all of the assets of the Community Facilities District other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms.
(vii) Appointment of a successor or additional Trustee or the change of name of a Trustee.
(viii) Incurrence of a Financial Obligation, or agreement to covenants, events of default, remedies, priority rights or other similar terms of a Financial Obligation, any of which affect holders of the Series 2025 Bonds. (c) The Trustee shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative and inform such person of the event. The Trustee shall have no responsibility for determining the materiality of any such event, or whether any such event reflects financial difficulties. (d) Whenever the Community Facilities District obtains knowledge of the occurrence of a Listed Event described in subsection (b) of this Section, the Community Facilities District shall determine if such event would be material under applicable Federal securities law. (e) Whenever the Community Facilities District obtains knowledge of the occurrence of a Listed Event described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section would be material under applicable Federal securities law, the Community Facilities District shall, or shall cause the Dissemination Agent to, file a notice of the occurrence of such Listed Event with the MSRB, within ten business days of such occurrence.
(f) Notwithstanding the foregoing, notice of Liste d Events described in paragraph (iii) of subsection (b) of this Section need not be given any earlier than the notice (if any) of the underlying event is given to holders of affected Series 2025 Bonds pursuant to the Indenture.

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

Section 6. Termination of Reporting Obligation . The Community Facilities District’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior 1120

7 4149-2307-3886.2

redemption or payment in full of all of the Series 2025 Bonds. If such termination occurs prior to the final maturity of the Series 2025 Bonds, the Community Facilities District shall give, or cause to be given, notice of such termination in a filing with the MSRB.

Section 7. Dissemination Agent. The Community Facilities District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing 30 days’ written notice to the Community Facilities District. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent.

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Community Facilities District and the Trustee may amend this Disclosure Agreement (and the Trustee shall agree to any amendment so requested by the Community Facilities District, so long as such amendment does not adversely affect the rights or materially increase the obligations of the Trustee), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 2 hereof, Section 3 hereof or subsection (a) or (b) of Section 4 hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2025 Bonds, or the type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series 2025 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver (i) is approved by Owners of the Series 2025 Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or Beneficial Owners of the Series 2025 Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Community Facilities District shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Community Facilities District. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
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Section 9. Additional Information . Nothing in this Disclosure Agreement shall be deemed to prevent the Community Facilities District from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Agreement, in addition to that which is required by this Disclosure Agreement. If the Community Facilities District chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Agreement, the Community Facilities District shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event or any other event required to be reported.

Section 10. Default. In the event of a failure of the Community Facilities District, the Trustee or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the written direction of any Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of Outstanding Series 2025 Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Trustee), or any Owner or Beneficial Owner of the Series 2025 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Community Facilities District, the Trustee or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Community Facilities District, the Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

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

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

Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Community Facilities District, the Trustee, the Dissemination Agent, the Participating 1122

9 4149-2307-3886.2

Underwriter and the Owners and Beneficial Owners from time to time of the Series 2025 Bonds, and shall create no rights in any other person or entity.

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

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

Each party acknowledges that it is being provided with an electronic or paper copy of this Disclosure Agreement in a usable format.

Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written.

CITY OF ONTARIO COMMUNITY
FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)

By:

Scott Ochoa,
City Manager of the City of Ontario

ZIONS BANCORPORATION,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

Daren DiNicola,
Vice President,
Zions Bank Division

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4149-2307-3886.2

EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Name of Issue: City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025
Date of Issuance: ____________, 2025

NOTICE IS HEREBY GIVEN that City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “Community Facilities District”) has not provided an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Agreement, dated as of ________ 1, 2025, by and between the Community Facilities District and Zions Bancorporation, National Association, as Trustee. [The Community Facilities District anticipates that such Annual Report will be filed by ____________.]

Dated: ____________
Zions Bancorporation, National
Association, as Trustee, on behalf of
City of Ontario Community Facilities
District No. 71 (Neuhouse Phase 2)

cc: City of Ontario Community Facilities
District No. 71 (Neuhouse Phase 2)

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PRELIMINARY OFFICIAL STATEMENT DATED [____________], 2025 NEW ISSUE – BOOK ENTRY-ONLY NO RATING
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further op inion of Bond Counsel, interest on the Series 2025 Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the Series 2025 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2025 Bonds. See “TAX MATTERS” herein. $15,655,000*

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025
Dated: Date of Delivery Due: September 1, as shown on the inside cover page The City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 (the “Series 2025 Bonds”) are being issued and delivered by the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “District”) to (i) provide financing for certain authorized facilities and costs with respect thereto related to the development within the District, (ii) fund a reserve fund with respect to the Series 2025 Bonds, and (iii) pay the costs of issuance with respect to the Series 2025 Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” herein. The District has been formed by and is located in the City of Ontario, California (the “City”).

The Series 2025 Bonds are authorized to be issued pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California), and pursuant to that certain Indenture, dated as of November 1, 2025 (the “Indenture”), by and between the District and Zions Bancorporation, National Association, as trustee (the “Trustee”). The Series 2025 Bonds are special, limited obligations of the District and are payable solely from Net Special Tax Revenues (as defined herein), and the other assets pledged therefor under the Indenture, all as further described herein. A Special Tax (as defined herein) is to be levied according to the rate and method of apportionment , approved by the City Council of the City and the qualified electors within the District. The City Council is the legislative body of the District.

The Series 2025 Bonds are issuable in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( “DTC”). Individual purchases of Series 2025 Bonds may be made in principal amounts of $5,000 and integral multiples thereof. Purchasers of Series 2025 Bonds will not receive certificates representing their beneficial ownership of the Series 2025 Bonds but will receive credit balances on the books of their respective nominees. Interest on the Series 2025 Bonds will be payable on each March 1 and September 1, commencing March 1, 2026 . Principal of and interest on the Series 2025 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are expected to remit such payments to the beneficial owners of the Series 2025 Bonds. See “THE SERIES 2025 BONDS — General Provisions” and APPENDIX I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK- ENTRY SYSTEM” herein.

The Series 2025 Bonds are subject to optional and mandatory redemption as described under the caption “ THE SERIES 2025 BONDS — Redemption” herein.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET

FORTH IN THE INDENTURE), THE CITY OR THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2025 BONDS. EXCEPT FOR NET SPECIAL TAX REVENUES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE SERIES 2025 BONDS. THE SERIES 2025 BONDS ARE NOT GENERAL OR SPECIAL

OBLIGATIONS OF THE CITY BUT ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET

SPECIAL TAX REV ENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

The purchase of the Series 2025 Bonds involves certain risks. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of certain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Series 2025 Bonds.

This cover page contains certain information for general reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision.

The Series 2025 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, as Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for the City and the District by Best Best & Krieger LLP, Ontario, California, as Issuer’s Counsel, and by Best Best & Krieger LLP, Riverside, California, as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California. It is anticipated that the Series 2025 Bonds will be available for delivery to DTC or its agent in book-entry form on or about ____________, 2025.

RAMIREZ & CO., INC.

Dated: __________, 2025

* Preliminary, subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These secur ities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 1125

$15,655,000*

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025
MATURITY SCHEDULE*
BASE CUSIP†: ______
Serial Bonds
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield Price CUSIP†

$__________ _____% Term Bonds due __________ 1, 20__ Yield: ______% Price: ___________ CUSIP† No. ___

* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services ( “CGS”) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Underwriter, the City or the District or their agents or counsel assume responsibility for the accuracy of such numbers.
1126

CITY OF ONTARIO

CITY COUNCIL
Paul S. Leon, Mayor
Debra Porada, Mayor Pro Tem
Jim W. Bowman, Council Member
Daisy Macias, Council Member
Alan D. Wapner, Council Member

STAFF
Scott Ochoa, City Manager
Darlene Sanchez, Assistant City Manager
Armen Harkalyan, Executive Director of Finance
James R. Milhiser, City Treasurer
Sheila Mautz, City Clerk
Best Best & Krieger LLP, City Attorney

BOND COUNSEL
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California

MUNICIPAL ADVISOR
Urban Futures, Inc.

Walnut Creek, California

DISCLOSURE COUNSEL
Best Best & Krieger LLP
Riverside, California

TRUSTEE
Zions Bancorporation, National Association
Los Angeles, California

SPECIAL TAX CONSULTANT
Goodwin Consulting Group, Inc.

Sacramento, California

APPRAISER
Kitty Siino & Associates, Inc.

Tustin, California

PRICE POINT CONSULTANT
Empire Economics, Inc.

Capistrano Beach, California

1127

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

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

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

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

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

The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or any other parties described herein since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the District for further information in connection therewith.

Certain statements included or incorporated by reference in this Official Statement constitute “ forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statemen ts are generally identifiable by the terminology used such as a “ plan,” “expect,” “estimate,” “project,” “budget” or similar words. Such forward -looking statements include, but are not limited to certain statements contained in the information under the c aptions “THE COMMUNITY FACILITIES DISTRICT ” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”
The achievement of certain results or other expectations contained in such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially di fferent from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as set forth in the District’ s Continuing Disclosure Agreement, a form of which is attached hereto as APPENDIX G, neither the Dist rict nor the City plans to issue any updates or revisions to the forward- looking statements set forth in this Official Statement. Landsea Homes of California LLC, on behalf of itself and its affiliate LS-Ontario II LLC (together, the “Developer”), has agreed to provide certain continuing disclosure information concerning the Developer and its development of the property within the District in the form attached hereto as APPENDIX H.

A wide variety of other information, including financial information concerning the City, is available from publications and websites of the City and others. No such information is a part of or incorporated into this Official Statement.

IN CONNECTION WITH THE OFFERING OF THE SERIES 2025 BONDS, THE UNDERWRITER MAY

OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2025 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE SERIES 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE SERIES 2025 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

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TABLE OF CONTENTS
-i-

INTRODUCTION ...........................................................1 The District ................................................................1 Security and Sources of Payment for the
Series 2025 Bonds .............................................4 Description of the Series 2025 Bonds........................4 Appraisal Report ........................................................5 Price Point Study .......................................................5 Professionals Involved in the Offering ......................5 Continuing Disclosure ...............................................6 Series 2025 Bond Owners’ Risks ..............................6 Other Information ......................................................6

ESTIMATED SOURCES AND USES OF
FUNDS ...................................................................7 THE SERIES 2025 BONDS ...........................................7 General Provisions .....................................................7 Redemption ................................................................8 Debt Service Schedule ............................................. 11

SECURITY AND SOURCES OF PAYMENT
FOR THE SERIES 2025 BONDS ........................ 12
General .................................................................... 12 Special Tax .............................................................. 13 Rate and Method of Apportionment ........................ 13 Collection and Application of the Special
Tax .................................................................. 19 Covenant for Superior Court Foreclosure ................ 20 Special Tax Fund ..................................................... 21 Reserve Fund ........................................................... 21 Investment of Moneys ............................................. 22 No Additional Bonds Except for Refunding
Bonds .............................................................. 22 THE COMMUNITY FACILITIES DISTRICT ............ 23
General Information Regarding the District ............ 23 The Facilities ........................................................... 24 Direct and Overlapping Debt ................................... 25 Property Values ....................................................... 27 Value-to-Lien Ratios ............................................... 28 Delinquency History ................................................ 30 Updated Property Ownership .................................. 31

PROPERTY OWNERSHIP AND THE
DEVELOPMENT ................................................. 33 The Developer ......................................................... 33 Development Plan.................................................... 37 Financing Plan ......................................................... 40 SPECIAL RISK FACTORS .......................................... 41 Risks of Real Estate Secured Investments
Generally – Declines in Value ........................ 42 Levy of the Special Tax ........................................... 42 Collection of the Special Tax .................................. 43 Failure to Develop Properties .................................. 44 Concentration of Property Ownership ..................... 45 Exempt Properties.................................................... 45 Constitutional Limitations on Taxation and
Appropriations ................................................ 46 Initiative Measures .................................................. 49 Maximum Special Tax ............................................. 49 Payment of the Special Tax is Not a
Personal Obligation of the Owners ................. 49
Disclosures to Future Purchasers ............................ 49 Parity Taxes and Special Assessments .................... 50 Depletion of Reserve Fund ..................................... 50 Bankruptcy and Legal Delays ................................. 50 FDIC/Federal Government Interests In
Properties ........................................................ 51 Geologic, Topographic and Climatic
Conditions ...................................................... 52 Hazardous Substances ............................................. 52 No Acceleration Provision ...................................... 53 Bonds Are Limited Obligations .............................. 53 Loss of Tax Exemption ........................................... 53 Potential Early Redemption of Bonds from
Special Tax Prepayments ............................... 54 No Teeter Plan ........................................................ 54 Cybersecurity .......................................................... 54 Impact of Economic Conditions on the
Development in the District ........................... 54 Mortgage Interest Rates .......................................... 54 CONTINUING DISCLOSURE .................................... 55 District Continuing Disclosure Agreement ............. 55 Developer Continuing Disclosure Certificate ......... 55 TAX MATTERS .......................................................... 56 ABSENCE OF LITIGATION ...................................... 58 ABSENCE OF RATINGS ............................................ 58 CERTAIN LEGAL MATTERS ................................... 58 UNDERWRITING ....................................................... 58 FINANCIAL INTERESTS ........................................... 59 MUNICIPAL ADVISOR ............................................. 59 ADDITIONAL INFORMATION................................. 59

APPENDIX A – RATE AND METHOD OF
APPORTIONMENT OF SPECIAL TAX .... A-1
APPENDIX B – APPRAISAL REPORT .............. B-1
APPENDIX C – PRICE POINT STUDY .............. C-1

APPENDIX D - FORM OF OPINION OF
BOND COUNSEL ....................................... D-1 APPENDIX E – GENERAL INFORMATION

CONCERNING THE CITY OF
ONTARIO .................................................... E-1 APPENDIX F – SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE ........ F-1
APPENDIX G – FORM OF DISTRICT

CONTINUING DISCLOSURE
AGREEMENT ............................................. G-1 APPENDIX H – FORM OF DEVELOPER

CONTINUING DISCLOSURE
CERTIFICATE ............................................ H-1 APPENDIX I – INFORMATION

CONCERNING THE DEPOSITORY

TRUST COMPANY AND ITS BOOK-
ENTRY SYSTEM ......................................... I-1 1129

[INSERT AREA MAP]
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[INSERT AERIAL PHOTO]
1131

1 $15,655,000*

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71
(NEUHOUSE PHASE 2)
SPECIAL TAX BONDS, SERIES 2025

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Series 2025 Bonds to potential investors is made only by means of the entire Official Statement.

The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices, is to provide certain information concerning the issuance of the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) Special Tax Bonds, Series 2025 in the aggregate principal amount set forth on the front cover page (the “Series 2025 Bonds”). The proceeds of the Series 2025 Bonds will be used to finance certain public facilities and costs with respect thereto related to the development within the City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2) (the “District”), to fund a reserve fund for the Series 2025 Bonds (the “Reserve Fund”), and to pay costs of issuance of the Series 2025 Bonds.

The Series 2025 Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Act”), and pursuant to that certain Indenture, dated as of November 1, 2025 (the “Indenture”), by and between the District and Zions Bancorporation, National Association, as trustee (the “Trustee”). The Series 2025 Bonds are secured under the Indenture by a pledge of, constituting a lien on and security interest in, the Net Special Tax Revenues (as defined herein) and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund established pursuant to the Indenture.

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement. The sale and delivery of the Series 2025 Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official Statement and not defined shall have the meaning set forth in APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions” herein.

The District
The District is located in the southwestern portion of the County of San Bernardino (the “County”), in the southwestern portion of the City of Ontario (the “City”) within an area known as “Ontario Ranch.” The District consists of three communities, with two tax zones, two of which are in the same neighborhood known as “Peri” and “Rubi,” with the third being the second phase of Eave within Neuhouse, about one-half mile away. The Peri and Rubi neighborhood is located along the west side of Haven Avenue, north of Chino Avenue, while the second phase of Eave is located east of Haven Avenue, south of Chino Avenue. The Eave community is included in Tax Zone 1, while the Peri and Rubi communities are included in Tax Zone 2. The communities consist of approximately 28.35 gross acres, with the Eave community located within Tract Map No. 20530 and the Peri and Rubi communities located within Tract Map No. 20452.

The property within the District is currently under the ownership of Landsea Homes of California LLC, a Delaware limited liability company, or its affiliate, LS -Ontario II LLC, a Delaware limited liability company

* Preliminary, subject to change.
1132

2 (together, the “Developer”), AG EHC II (LSEA) CA2, L.P., a Delaware limited partnership (the “AG Landbank”), and MRP HNHB LLC , a Delaware limited liablity company (the “MRP Landbank” and together with the AG Landbank, the “Landbanks”), and individual homeowners. The Developer is developing the District into three communities consisting of 335 residential units. The Eave community consists of 144 attached homes in a 12- plex cluster formation , the Peri community is planned for 95 single family homes, and the Rubi community is planned for 96 attached cluster townhomes in a 6- plex format. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development.”
The property within the District is part of a multiple phase, multiple master -planned community development known as “Ontario Ranch.” Ontario Ranch spans 13.5 square miles and is the largest master-planned community in Southern California. The area covers over 8,200 acres, of which 4,026 acres are currently approved.

While much of Ontario Ranch is raw vacant land, many planned communities within the east side of Ontario Ranch have been completed or are currently under construction. At full buildout, Ontario Ranch is expe cted to include approximately 69,000 residential units, approximately 12 million square feet of commercial and office development, and approximately 31 million square feet of industrial space. Ontario Ranch will also feature ten new schools and over 400 acres of public parkland.

As mentioned above, the Developer is building and selling homes in the District within three communities known as “Peri,” “Rubi,” and the second phase of “Eave.” At full buildout, the District is anticipated to include 335 residential units, comprised of 95 single-family detached units, 96 attached townhomes in a 6- plex format, and 144 attached homes in a 12-plex format. As of August 18, 2025, the date of value of the Appraisal (defined herein), the District included 114 completed residential units which had closed escrow to individual homeowners, with an additional 24 in escrow due to close upon completion; t he Developer and the Landbanks owned 34 residential units that were over 95% complete ( 18 of which were in escrow), 62 residential units that were in various stages of construction but less than 95% complete (6 of which were in escrow), and 125 lots/pads without any home construction thereon (none of which were in escrow ). As of August 18, 2025, building permits had been issued for 281 units within the District.

As of October 1, 2025, a total of [___] residential units had been conveyed to individual homeowners with an additional [____] units in escrow due to close upon completion; the Developer owned [___] residential units that were over 95% complete ([___] of which were in escrow), [____] residential units that were in various stages of construction but less than 95% complete ([____] of which were in escrow); AG Landbank owned [__] lots/pads without any home construction thereon ([__] of which were in escrow); and MRP Landbank owned [__] residential units that were over 95% complete ([__] of which were in escrow), [__] residential units that were in various stages of constructi on but less than 95% complete ([__] of which were in escrow) , and [__] lots/pads without any home construction thereon ([__] of which were in escrow). As of October 1, 2025, building permits had been issued for [____] units within the District. Homes under contract may not result in closed escrows as sales contracts are subject to cancellation. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — Development Plan” and “SPECIAL RISK FACTORS — Mortgage Interest Rates.” The District was formed to finance certain services, facilities and costs with respect thereto related to the development within the District. The Act was enacted by the California legislature to provide an alternative method of financing certain capital facilities and services, especially in developing areas of the State of California (the “State”). Any local agency (as defined in the Act) may establish a community facilities district to provide for and finance the cost of eligible facilities and services. The legislative body of the local agency which forms a community facilities district acts on behalf of such district as its legislative body. Subject to approval by two thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness.

Pursuant to the Act, on May 21, 2024, the City Council of the City (the “ City Council”) adopted the necessary resolutions stating its intent to establish the District, to authorize the levy of a special tax on taxable 1133

3 property within the boundaries of the District based on a rate and method of apportionment, and to have the District incur bonded indebtedness.

Following public hearings conducted pursuant to the provisions of the Act, the City Council adopted resolutions establishing the District and calling a special election to submit the levy of special taxes and the incurring of bonded indebtedness to the qualified voters of the District. On July 2, 2024, at an election held pursuant to the Act, the qualified voters within the District at the time of the election authorized the District to incur bonded indebtedness in the aggregate principal amount of not to exceed $65,000,000 and approved a rate and method of apportionment of the special tax for the District to pay, among other things, the principal of and interest on the bonds of the District (the “Rate and Method”).

A Notice of Special Tax Lien was recorded in the office of the Assessor-Recorder-County Clerk’s office of the County of San Bernardino on July 9, 2024, as Document No. 2024-0158161. On July 16, 2024, the City Council adopted O rdinance No. 3280 authorizing the levy of the special tax in accordance with the Rate and Method. There are two tax zones in the District : Tax Zone 1 (consisting of the Eave community) and Tax Zone 2 (consisting of the Peri and Rubi communities).

Special Tax A (as defined in the Rate and Method) is the special tax that will be levied to pay debt service on the Series 2025 Bonds. Special Tax A is referred to in this Official Statement as the “Special Tax” or the “Special Taxes” and “Special Tax A.” The Rate and Method provides for the S pecial Tax to be levied for the Special Tax A Requirement. Under the Rate and Method, “ Special Tax A Requirement” is defined to mean for any Fiscal Year that amount required, after taking into account available amounts held in the funds and accounts established under the Indenture, for the District to (i) pay debt service on all Outstanding Bonds (as defined in the Rate and Method) which is due in the calendar year that commences in such Fiscal Year; (ii) pay periodic costs on the Bonds (as defined in the Rate and Method) , including, but not limited to, credit enhancement and rebate payments on the Bonds (as defined in the Rate and Method); (iii) pay a pro rata share of Administrative Expenses (as defined in the Rate and Method); (iv) provide any amounts required to establish or replenish any reserve fund for the Bonds (as defined in the Rate and Method); (v) pay directly for acquisition or construction of Facilities (as defined in the Rate and Method), or the cost of Services (as defined in the Rate and Method), to the extent that the inclusion of such amounts does not increase the Special Tax A levy on Final Mapped Property (as defined in the Rate and Method) or Undeveloped Property (as defined in the Rate and Method); and (vi) provide an amount equal to Special Tax A delinquencies based on the historical delinquency rate for Special Tax A as determined by the CFD Administrator (as defined in the Rate and Method). The Special Tax will be levied against certain property within the District pursuant to the Act, the Ordinance approving the levy of the Special Tax, and the Indenture and in accordance with the Rate and Method. At the time of the establishment of the District, special taxes were also approved for the District to fund certain services (the “Special Tax B”). Under the Indenture, the portion of the special tax levied under the Rate and Method to pay for Services is not pledged to the payment of the Series 2025 Bonds or any Additional Bonds (as such term is defined in the Indenture). Special Tax B, which pays for such services, is not pledged to the payment of the Series 2025 Bonds or any Additional Bonds (as such term is defined in the Indenture).

Upon the issuance of the Series 2025 Bonds, a principal amount of $49,345,000 ∗ will remain authorized
but unissued. Pursuant to the Indenture, the District shall not issue additional indebtedness secured by the Net Special Tax Revenues (as such term is defined herein) on a parity with the Series 2025 Bonds except for refunding Outstanding Series 2025 Bonds or Additional Bonds as provided in the Indenture . Other taxes and/or special assessments with liens equal in priority to the continuing lien of the Special Tax may be levied on the property within the District. See “SECURITY AN D SOURCES OF PAYMENT FOR THE 202 5 BONDS — No Additional Bonds Except for Refunding Bonds ” and “SPECIAL RISK FACTORS — Parity Taxes and Special Assessments” herein.

∗ Preliminary; subject to change.
1134

4 Security and Sources of Payment for the Series 2025 Bonds Under the Indenture, the District has pledged to repay the Series 2025 Bonds and the Additional Bonds, if any (together, the “Bonds”), from Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund, and the Reserve Fund. The Indenture defines “Net Special Tax Revenues” to mean Special Tax Revenues, less amounts required to pay Administrative Expenses. The term “ Special Tax Revenues ” is defined in the Indenture to mean the proceeds of the Special Tax received by or on behal f of the District, other than proceeds of the Special Tax levied to pay the costs of Services received by or on behalf of the District, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax, which will be limited to the amount of said lien and interest and penalties thereon. “ Services” has the meaning set forth in the Rate and Method. See APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX. ” “Administrative Expenses” is defined in the Indenture to mean any reasonably necessary or appropriate expenses incurred in the administration of the District and the Bonds, including, but not limited to (a) the administrative and legal costs of levying and collecting the Special T ax (including costs incurred in connection with any appeals relating thereto and litigation expenses incurred in connection with the collection of such Special Tax), (b) the fees, costs and indemnification due the Trustee, (c) the costs incurred with on-going disclosure in connection with the Bonds, (d) the costs incurred in connection with the disclosure of the Special Tax to property owners and potential purchasers of property, (e) the amounts r equired to calculate and pay arbitrage rebate payments to the federal government, and (f) an allocable share of the salaries of the City staff providing services on behalf of the District directly related to the foregoing and an allocable share of City general administrative overhead related thereto. “Special Tax” is defined in the Indenture to mean the special tax described and defined in the Rate and Method as “Special Tax A” approved by the qualified electors to be levied within the District pursuant to the Act and the Rate and Method.

Net Special Tax Revenues are the primary security for the repayment of the Bonds. In the event that Net Special Tax Revenues are not paid when due, the only sources of funds available to pay the debt service on the Bonds are the amounts held by the Trustee for such purpose in the Special Tax Fund, the Bond Fund and the Reserve Fund. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS” herein.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), THE CITY OR THE

STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE NET SPECIAL TAX REVENUES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS . THE BONDS ARE NOT GENERAL OR SPECIAL

OBLIGATIONS OF THE CITY BUT ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT

PAYABLE SOLELY FROM NET SPECIAL TAX REVENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

Description of the Series 2025 Bonds
The Series 2025 Bonds will be issued and delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to actual purchasers of the Series 2025 Bonds (the “Beneficial Owners”) in the denominations of $5,000 and any integral multiple thereof under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Series 2025 Bonds. In the event that the book-entry only system described herein is no longer used with respect to the Series 2025 Bonds, the Series 2025 Bonds will be registered and transferred in accordance with the Indenture. See APPENDIX I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM” herein.
1135

5 Principal of, premium, if any, and interest on the Series 2025 Bonds is payable by the Trustee to DTC.

Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. In the event that the book-entry only system is no longer used with respect to the Series 2025 Bonds, the Beneficial Owners will become the registered owners of the Series 2025 Bonds and will be paid principal and interest by the Trustee, all as described herein.

See APPENDIX I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM” herein.

The Series 2025 Bonds are subject to optional redemption, mandatory redemption from Special Tax prepayments, and mandatory sinking fund redemption as described herein. For a more complete description of the Series 2025 Bonds and the basic documentation pursuant to which they are being sold and delivered, see “THE SERIES 2025 BONDS” and APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” herein.

Appraisal Report
The District has obtained an appraisal of the Taxable Property (as defined herein) included in the District with a date of value as of August 18, 2025 (the “Appraisal” or “Appraisal Report”). The Appraisal was prepared for the District by Kitty Siino & Associates, Inc., Tustin, California (the “Appraiser”). Subject to the limitations set forth in the Appraisal, the Appraiser is of the opinion that, as of August 18, 2025 (the “Date of Value”), the minimum market value of the property within the District was not less than $126,147,577 (the “Appraised Value”).

See “THE COMMUNITY FACILITIES DISTRICT— Property Values” and “THE COMMUNITY FACILITIES DISTRICT — Value-to-Lien Ratios.” A copy of the Appraisal is included as APPENDIX B to this Official Statement. It is a condition precedent to the issuance of the Series 2025 Bonds that the Appraiser deliver a certificate stating that nothing has come to the attention of the Appraiser subsequent to the date of value of the Appraisal that would lead the Appraiser to believe that the value of the Taxable Property in the District is less than the minimum market value of such property reported in the Appraisal. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — Development Plan.”
Price Point Study
In connection with the approval of the Rate and Method, the City hired Empire Economics, Inc., Capistrano Beach, California (the “Price Point Consultant”), to prepare a price point study of the prices of the homes planned within the District dated February 23, 2024 (the “Original Price Point Study”). The Special Tax rates set forth in the Rate and Method were based in part on the prices set forth in the Original Price Point Study.

In connection with and in preparation for the issuance of the Series 2025 Bonds, the City hired the Price Point Consultant to conduct an update to the Original Price Point Study within the District, dated August 15, 2025 (the “Updated Price Point Study”). Pursuant to Section C of the Rate and Method, upon the issuance of Bonds, the City is required to amend the Assigned Special Tax A (as defined in the Rate and Method) to the extent necessary to cause the total effective tax burden for residential property in the District to not exceed 1.95% of the minimum sales prices set forth in the Updated Price Point Study. Based on the Updated Price Point Study provided by the Price Point Consultant, the City will reduce the Assigned Specia l Tax A rates set forth in Section C of the Rate and Method to ensure the total effective tax burden applicable to each land use class of residential property to be constructed within the District will not exceed 1.95% of the minimum sales prices set forth in the Updated Price Point Study. The Certificate of Modification of Special Tax is attached to the Rate and Method included as APPENDIX A to this Official Statement. A copy of the Updated Price Point Study is included as APPENDIX C to this Official Sta tement. See “SECURITY AND SOURCES FOR THE SERIES 2025 BONDS — Rate and Method of Apportionment.”
Professionals Involved in the Offering
Zions Bancorporation, National Association, Los Angeles, California, will act as Trustee under the Indenture. Samuel A. Ramirez & Co., Inc. is the Underwriter of the Series 2025 Bonds. The validity of the Series 1136

6 2025 Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District. Urban Futures, Inc., Walnut Creek, California, is acting as Municipal Advisor to the District in connection with the Series 2025 Bonds. Kitty Siino & Associates, Inc., Tustin, California, is acting as the Appraiser to the District. Goodwin Consulting Group, Inc. is acting as the Special Tax Consultant to the District. Empire Economics, Inc. is acting as the Price Point Consultant to the District. Certain legal matters will be passed on for the City and the District by Best Best & Krieger LLP, Ontario, California, in its capacity as Issuer’s Counsel, and Best Best & Krieger LLP, Riverside, California, as Disclosure Counsel. Certain le gal matters will be passed upon for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California.

For information concerning respects in which certain of the above mentioned professionals, advisors, counsel and agents may have a financial or other interest in the offering of the Series 2025 Bonds, see “FINANCIAL INTERESTS” herein.

Continuing Disclosure
The District will agree to provide, or cause to be provided, to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system available on the Internet at http://emma.msrb.org (“EMMA”) certain annual financial information and operating data. The District will further agree to provide notice of certain listed events. These covenants will be made in order to assist the Underwriter in complying with Securities and Exchange Commission Ru le 15c2 12(b)(5) (the “ Rule”). See “CONTINUING DISCLOSURE — District Continuing Disclosure Agreement” herein. See the form of District Continuing Disclosure Agreement attached as APPENDIX G hereto (the “District Continuing Disclosure Agreement”) for a description of the specific nature of the annual reports to be filed by the District and notices of listed events to be provided by the District.

In addition, the Developer will agree to provide or cause to be provided to EMMA certain information on a semi-annual basis with respect to the Developer and its property ownership and development within the District and notice of certain listed events unt il satisfaction of certain conditions set forth in the Developer Continuing Disclosure Certificate (the “Developer Continuing Disclosure Certificate”). See “CONTINUING DISCLOSURE — Developer Continuing Disclosure Certificate” herein. See the form of the Developer Continuing Disclosure Certificate attached as APPENDIX H hereto for a description of the specific nature of the semi-annual reports to be filed by the Developer, and notices of listed events to be provided by the Developer.

Series 2025 Bond Owners’ Risks
Certain events could affect the ability of the District to pay the principal of and interest on the Series 2025 Bonds when due. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2025 Bonds.

Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to change.

Brief descriptions of the Series 2025 Bonds and the Indenture are included in this Official Statement.

Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the Series 2025 Bonds and the constitution and laws of the State as well as the proceedings of the City Council, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the Series 2025 Bonds, by reference to the Indenture.

Copies of the Indenture, the District Continuing Disclosure Agreement and other documents and information referred to herein are available for inspection and (upon request and payment to the City of a charge for copying, mailing and handling) for delivery from the City at 303 East “ B” Street, Ontario, California 91764, Attention: City Manager.
1137

7 ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the expected sources and uses of Series 2025 Bond proceeds and certain other amounts.

Sources:

Principal Amount of the Series 2025 Bonds $
[Plus/Less]: [Net] Original Issue [Premium/Discount]
[Plus: Funds on Hand(1)]
Total $

Uses:

LS-Ontario II Acquisition Account of the Improvement Fund(2) $ City Park Account of the Improvement Fund
NMC Acquisition Account of the Improvement Fund(3)
Reserve Fund(4)
Costs of Issuance(5)
Total $
____________________
(1) Includes a portion of the Special Tax collected for Fiscal Year 2025-26. (2) Reflects amounts owed or to be owed to LS-Ontario II for the construction of eligible facilities under the Act.
(3) Reflects amounts owed or to be owed to NMC Builders, LLC for the construction of eligible facilities under the Act.
(4) Equal to the initial Reserve Requirement.
(5) Includes fees of Bond Counsel and Disclosure Counsel, Underwriter’s discount, printing costs, municipal advisor fees, Trustee fees, Appraiser fees, Price Point Consultant fees and other costs of issuance of the Series 2025 Bonds.

THE SERIES 2025 BONDS
General Provisions
The Series 2025 Bonds will be issued in fully registered form without coupons in denominations of $5,000 and any integral multiple thereof (“Authorized Denominations”). The Series 2025 Bonds will be dated the date of issuance thereof. The Series 2025 Bonds are scheduled to mature on September 1, in the years and in the principal amounts, and will bear interest at the rates per annum, shown on the inside front cover page of this Official Statement. Interest on the Series 2025 Bonds will be computed on the basis of a 360-day year comprised of twelve 30-day months and will be payable on March 1 and September 1 of each year, commencing March 1, 2026 (each an “ Interest Payment Date”). Interest on each Series 2025 Bond will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) such Series 2025 Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day (the “ Record Date”) in which event interest thereon will be payable from such Interest Payment Date, (ii) such Series 2025 Bond is authenticated on or before the first Record Date, in which event interest thereon wi ll be payable from the Closing Date or (iii) interest on such Series 2025 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been previously paid or duly provided for.

The interest on, and principal of and redemption premiums, if any, on the Series 2025 Bonds are payable in lawful money of the United States of America. Interest is payable by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2025 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date (except that interest on any Series 2025 Bond which is not punctually paid or duly provided for on any Interest Payment Date will, if and to the extent that amounts subsequently become available therefor, be payable on a payment date 1138

8 established by the Trustee to the Person in whose name the ownership of such Series 2025 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee pursuant to the Indenture). Payment of principal of any Series 2025 Bond will be made only upon presentation and surrender thereof at maturity or upon earlier redemption at the Office of the Trustee.

The Series 2025 Bonds will initially be issued in book- entry form, and DTC will act as securities depository. So long as the Series 2025 Bonds are held in book- entry form, principal of, premium, if any, and interest on the Series 2025 Bonds will be paid by the Trustee directly to DTC for distribution to the Beneficial Owners of the Series 2025 Bonds in accordance with procedures adopted by DTC. See APPENDIX I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK- ENTRY SYSTEM.”
The Bonds are not general or special obligations of the City but are special, limited obligations of the District payable solely from Net Special Tax Revenues and the other amounts held under the Indenture in the Special Tax Fund, the Bond Fund and the Reserve Fund. Neither the faith and credit nor the taxing power of the District (except to the limited extent set forth in the Indenture), the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds . See “ SPECIAL RISK FACTORS — Bonds Are Limited Obligations.”
Redemption
∗
Optional Redemption. The Series 2025 Bonds maturing on and after September 1, 20__, shall be subject to optional redemption, in whole, or in par t in Authorized Denominations, on any date on or after September 1, 20__ from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the principal amount of the Series 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
Mandatory Redemption from Special Tax Prepayments . The Series 2025 Bonds are subject to mandatory redemption, in whole , or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of Special Tax prepayments required to be applied thereto and any related proportional amounts in the Reserve Fund required to be applied thereto pursuant to the Indenture (see “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS — Reserve Fund”) at the following respective Redemption Prices (expressed as percentages of the principal amount of the Series 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

∗ Preliminary, subject to change.
1139

9 See the caption “SPECIAL RISK FACTORS — Potential Early Redemption of Bonds from Special Tax Prepayments” for a discussion of the potential for a lower than expected yield on the Series 2025 Bonds as a result of a special mandatory redemption from Special Tax prepayments.

Mandatory Sinking Fund Redemption . The Series 2025 Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 20__, at a Redemption Price equal to the principal amount of the Series 2025 Bonds maturing September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Sinking Fund Redemption Date
(September 1)
Principal Amount
to be Redeemed
20__ $
20__
20__
20__
20__ †
†Maturity.

If some but not all of the Series 2025 Bonds maturing September 1, 20__ are redeemed pursuant to the optional redemption provisions of the Indenture described above, the principal amount of the Series 2025 Bonds maturing September 1, 20__ to be redeemed pursuant to mandatory sinking fund redemption as described above on any subsequent September 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the District in a Written Certificate of the District submitted to the Trustee; provided, however, that the aggregate amount of such reductions shall not ex ceed the aggregate amount of the Series 2025 Bonds maturing September 1, 20__ so optionally redeemed. If some but not all of the Series 2025 Bonds maturing September 1, 20__ are redeemed pursuant to the mandatory redemption from Special Tax prepayments provisions of the Indenture described above, the principal amount of the Series 2025 Bonds maturing September 1, 20__ to be redeemed
pursuant to mandatory sinking fund redemption as described above on any subsequent September 1 shall be reduced by the aggreg ate principal amount of the Series 2025 Bonds maturing September 1, 20__ so redeemed, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the District.

Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, the Trustee will select the Bonds to be redeemed from all Bonds not previously called for redemption (i) with respect to any optional redemption of Bonds of a Ser ies, among maturities of the Bonds of such Series as directed in a Written Request of the District, and (ii) with respect to any mandatory redemption of Bonds from Special Tax prepayments, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable. The Trustee shall select for redemption the Bonds of the same Series with the same maturity by lot in any manner that the Trustee, in its sole discretion, shall deem appropriate. For purposes of such selection, all Bonds shall be deemed to be comprised of the greatest number of separate denominations that would result in each such denomination being an Authorized Denomination and each such separate denomination shall be treated as a separate Bond that may be separately redeemed.

Notice of Redemption. If the Bonds are held in book entry form, notice of redemption will be mailed to DTC and not to the Beneficial Owners of the Bonds under the DTC book entry system. Neither the District nor the Trustee is responsible for giving notice of redemption to the Beneficial Owners. See APPENDIX I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK- ENTRY SYSTEM” herein.

The Indenture provides that the Trustee on behalf and at the expense of the District will give notice of any redemption by first class mail to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, at least thirty (30) but not more than sixty (60) days prior to the 1140

10 date fixed for redemption. Such notice of redemption will state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any, the Bond numbers and the maturity or maturities of the Bonds to be redeemed (except in the event of redemption of all of the Bonds of such maturity or maturities in whole). The notice of redemption will require that the Bonds to be redeemed be surrendered at the Office of the Trustee for redemption at the R edemption Price, and give notice that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, will affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, is held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof will have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds will be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon. With respect to any notice of any optional redemption of Bonds, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of the Indenture, such notice will state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the District will not be required to redeem such Bonds . In the event a notice of redemption of Bonds contains such a condition and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption will not be made and the Trustee will, within a reasonable time after the date on which such redemption was to occur, give notice to the Persons and in the manner in which the notice of redemption was given, that such moneys were not so received and that there shall be no redemption of Bonds pursuant to such notice of redemption.

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1141

11 Debt Service Schedule
Period Ending
(September 1) Principal Interest Total
2026 $ $ $
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
Total $ $ $

(remainder of page intentionally blank)
1142

12 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS General
The Bonds are special, limited obligations of the District payable solely from Net Special Tax Revenues and the other assets pledged therefor under the Indenture. The Indenture defines “Net Special Ta x Revenues” to mean Special Tax Revenues, less amounts required to pay Administrative Expenses. Under the Indenture, the portion of the Special Tax levied under the Rate and Method to pay for Services (as defined in the Rate and Method) is not pledged to the payment of the Bonds. Accordingly, the term “Speci al Tax Revenues” is defined in the Indenture to mean the proceeds of the Special Tax received by or on behalf of the District, other than proceeds of the Special Tax levied to pay the costs of Services received by or on behalf of the District, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax (which shall be limited to the amount of said lien and interest and penalties thereon). The Indenture defines the term “Special Tax” as the special tax described and defined in the Rate and Method as “Special Tax A” approved by the qualified electors to be levied within the District pursuant to the Act and the Rate and Method. “Services” has the meaning set forth in the Rate and Method. See APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” “Administrative Expenses” is defined in the Indenture to mean any reasonably necessary or appropriate expenses incurred in the administration of the District and the Bonds, including, but not limited to (a) the administrative and legal costs of levying and collecting the Special Tax (including costs incurred in connection with any appeals relating thereto and litigation expenses incurred in connection with the collection of such Special Tax), (b) the fees, costs and indemnification due the Trustee, (c) the costs incurred with on going disclosure in connection with the Bonds, (d) the costs incurred in connection with the disclosure of the Special Tax to property owners and potential purchasers of property, (e) the amounts required to calculate and pay arbitrage rebate payments to the federal government, and (f) an allocable share of the salaries of the City staff providing services on behalf of the District directly related to the foregoing and an allocable share of City general administrative overhead related thereto.

Under the Rate and Method, parcels of Taxable Property are classified as Developed Property (each as defined in the Rate and Method) if a building permit has been obtained for such parcel by May 1 of the fiscal year preceding the Special Tax levy. In Fiscal Year 2024-25, the first year the Special Tax was levied in the District, the Special Tax was levied in the amount of $132,960 on 36 units classified as Developed Property. As of August 18, 2025, 186 units of Taxable Property were classified as Developed Property for Fiscal Year 2025- 26. See “THE COMMUNITY FACILITIES DISTRICT — Delinquency History.” Under no circumstances may the amount of Special Tax levied by the District in any year exceed the maximum rates approved by the qualified electors within the District, as set forth in the Rate and Method. A copy of the Rate and Method is attached to this Official Statement as APPENDIX A.

In addition to the Net Special Tax Revenues, any other amounts held by the Trustee in the Special Tax Fund, the Bond Fund and the Reserve Fund are pledged pursuant to the Indenture to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their respective terms, the Indenture and the Act. T hose amounts, however, are pledged subject to the provisions of the Indenture permitting the application thereof for the purposes set forth in the Indenture. Amounts on deposit in the Improvement Fund, the Costs of Issuance Fund, the Redemption Fund, the Administrative Expense Fund and the Rebate Fund are not pledged to the payment of any of the Bonds.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), THE CITY OR THE

OBLIGATIONS OF THE CITY BUT ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT 1143

13 PAYABLE SOLELY FROM NET SPECIAL TAX REVENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

Special Tax
Pursuant to the Act, on May 21, 2024, the City Council of the City (the “ City Council”) adopted the necessary resolutions stating its intent to establish the District, to authorize the levy of a special tax on taxable property within the boundaries of the District based on a rate and method of apportionment, and to have the District incur bonded indebtedness. On July 2, 2024, at an election held pursuant to the Act, the qualified voters within the Distr ict at the time of the election authorized the District to incur bonded indebtedness in the aggregate principal amount of not to exceed $65,000,000 and approved the Rate and Method.

Pursuant to Section C of the Rate and Method, prior to the issuance of the Series 2025 Bonds, the City is required to determine if the Assigned Special Tax (as defined in the Rate and Method) is required to be reduced to the extent necessary to cause the total effective tax burden for single family property in the District to not exceed

1.95% of the minimum sales prices set forth in the Updated Price Point Study, all as further described in Section C of the Rate and Method. A copy of the Updated Price Point Study is included as APPENDIX C to this Official Statement. Based on the conclusions of the Updated Price Point Study, the City will amend the Rate and Method in connection with the issuance of the Series 2025 Bonds. See “— Rate and Method of Apportionment” below.

Pursuant to the Indenture, the District has covenanted that it will fix and levy the Special Tax in each Fiscal Year in accordance with the Rate and Method in an amount sufficient (subject to the limitations contained in the Rate and Method as to the maxim um Special Tax that may be levied on each parcel) to yield Special Tax Revenues in the amount required for (i) the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the Corresponding Bond Year, (ii) any necessary replenishment of the Reserve Fund, and (iii) the payment of Administrative Expenses estimated to be paid from such Special Tax Revenues, taking into account the balances in the Funds and Accounts. See APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Certain Covenants Under the Indenture.” Notwithstanding this covenant, the amount of Special Tax actually collected each year may be less than the amount described for a variety of different reasons. See “SPECIAL RISK FACTORS — Levy of the Special Tax.” The Series 2025 Bonds have been structured so that Assigned Special Tax A rates set forth in the Rate and Method that may be levied within the District, based on the expected buildout of the District, are at least 110% of debt service on the Series 2025 Bonds in each Bond Year, net of estimated Administrative Expenses. The Special Tax levied in any fiscal year may not exceed the maximum rates authorized pursuant to the Rate and Method. See APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” There is no assurance that the Net Special Tax Revenues will, in all circumstances, be adequate to pay the principal of and interest on the Series 2025 Bonds when due. Pursuant to the Act, the Special Tax levied in any fiscal year against any parcel of residential property in the District may not be increased as a consequence of delinquency or default by the owners of any other parcels within the District by more than 10 % above the amount that would have been levied in that fiscal year had there never been any such delinquencies or default. See “SPECIAL RISK FACTORS — Levy of the Special Tax” and “SPECIAL RISK FACTORS — Exempt Properties.” Rate and Method of Apportionment
General. The Rate and Method is to be applied by the District each Fiscal Year for the purpose of determining the amount of the Special Tax to be levied against each Assessor’s Parcel of Taxable Property within the District. For purposes of the discussion of the Rate and Method only, terms with initial capital letters that are not otherwise defined in this Official Statement shall have the respective meanings assigned to them in the Rate and Method, a copy of which appears in APPENDIX A.

Under the terms of the Indenture, prior to August 1 of each year, the District will ascertain from the County Assessor the relevant parcels on which the Special Tax is to be levied, taking into account any parcel splits 1144

14 during the preceding and then current year. The District will levy the Special Tax by August 10 of each Fiscal Year that the Bonds are Outstanding, or otherwise such that the computation of the levy is complete before the final date on which the auditor of the County (the “ Auditor”) will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the District will prepare, or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Tax on the next real property tax roll.

The Special Tax levied in any Fiscal Year may not exceed the maximum rates authorized pursuant to the Rate and Method. See APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” hereto. There is no assurance that the proceeds of the Special Tax will, in all circumstances, be adequate to pay the principal of and interest on the Series 2025 Bonds when due. See “ SPECIAL RISK FACTORS — Levy of the Special Tax” herein.

Rate and Method of Apportionment of Special Tax. The District is legally authorized and has covenanted to cause the levy of the Special Tax in an amount determined according to a methodology, i.e., the Rate and Method, which the City Council and the qualified elector within the District have approved. The Rate and Method apportions the total amount of the Special Tax to be collected among the Taxable Property in the District as more particularly described below.

The following is a synopsis of the provisions of the Rate and Method, which should be read in conjunction with the complete text of the Rate and Method which is attached as APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The meanings of the capitalized but undefined terms used in this section are as set forth in APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” hereto. This section provides only a summary of the Rate and Method, and is qualified by more complete and detailed information contained in the Rate and Method attached as APPENDIX A. “CFD Administrator ” means an official of the City responsible for determining the Special Tax A Requirement and Special Tax B Requirement , providing for the levy and collection of the Special Taxes, and performing the other duties provided for in the Rate and Method. “Developed Property” means for each Fiscal Year, all Taxable Property, exclusive of Final Mapped Property, Taxable Property Owner Association Property, and Taxable Public Property, for which a building permit or other applicable permit for new construction was issued after January 1, 2023, and before May 1 of the prior Fiscal Year.
“Final Mapped Property ” means, for each Fiscal Year, all Taxable Property, exclusive of Developed Property, Taxable Property Owner Association Property, and Taxable Public Property, which as of January 1 of the previous Fiscal Year was located within a Final Subdivision Map. The term Final Mapped Property shall include any parcel map or Final Subdivision Map, or portion thereof, that creates individual lots for which a building permit may be issued, including Parcels that are designated as a remainder Parc el (i.e., one where the size, location, etc., precludes any further subdivision or taxable use). “Lower Income Household Welfare Exemption Property ” means, for each Fiscal Year, an Assessor ’s Parcel within the boundaries of the District that is subject to a welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute), as indicated in the most recent County assessor’s roll finalized prior to such Fiscal Year.
“Residential Floor Area” means all of the Square Footage of living area within the perimeter of a Unit, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be as set forth in the building permit(s) issued for such Assessor’s Parcel, or as set forth in other official records maintained by the City’s Building Department or other appropriate means selected by the District. The actual Square Footage shall be rounded up to the next whole square foot. Once such 1145

15 determination has been made for an Assessor ’s Parcel, it shall remain fixed in all future Fiscal Years unless an appeal pursuant to Section F of the Rate and Method is approved that results in a change in the actual Square Footage.
“Special Tax A ” means the special tax authorized by the qualified electors of the District to be levied within the boundaries of the District to pay for Facilities and Services. “Special Tax A Requirement” means, for any Fiscal Year that amount required, after taking into account available amounts held in the funds and accounts established under the Indenture, for the District to: (i) pay debt service on all Outstanding Bonds which is due in the calendar year that commences in such Fiscal Year; (ii) pay periodic costs on the Bonds (as defined in the Rate and Method), including, but not limited to, credit enhancement and rebate payments on the Bonds (as defined in the Rate and Method); (iii) pay a pro rata share of Administrative Expenses; (iv) provide any amounts required to establish or replenish any reserve fund for the Bonds (as defined in the Rate and Method); (v) pay directly for acquisition or construction of Facilities, or the cost of Services (each as defined in the Rate and Method), to the extent that the inclusion of such amounts does not increase the Special Tax A levy on Final Mapped Property or Undeveloped Property (each as defined in the Rate and Method) ; and (vi) provide an amount equal to Special Tax A delinquencies based on the historical delinquency rate for the Special Tax A as determined by the CFD Administrator.
“Special Tax B ” means the special tax authorized by the qualified electors of the District to be levied within the boundaries of the District to pay for Services. “Special Tax B Requirement” means for any Fiscal Year that amount required, after taking into account available amounts in any funds and accounts established to pay for Services, to pay the cost of Services, a pro rata share of Administrative Expenses, and an amount equal to Special Tax B delinquencies based on the historical delinquency rate for Special Tax B as determined by the CFD Administrator. “Taxable Property” means, for each Fiscal Year, all of the Assessor ’s Parcels within the boundaries of the District which are not exempt from the Special Tax A and Special Tax B pursuant to law or described below under the subheading “— Exempt Property.”
“Taxable Property Owner Association Property” means, for each Fiscal Year, all Assessor ’s Parcels of Property Owner Association Property that are not exempt from the Special Tax A and Special Tax B pursuant to Section E of the Rate and Method.
“Taxable Public Property” means, for each Fiscal Year, all Assessor’s Parcels of Public Property that are not exempt from the Special Tax A and Special Tax B pursuant to Section E of the Rate and Method. “Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Final Mapped Property, Taxable Public Property, or Taxable Property Owner Association Property (each as defined in the Rate and Method).

Exempt Property. In Tax Zone 1, no Special Tax A or Special Tax B shall be levied on up to 3.06 Acres of Property Owner Association Property. In Tax Zone 2, no Special Tax A or Special Tax B shall be levied on up to 4.25 Acres of Public Property and up to 4.22 Acres of Property Owner Association Property. Tax-exempt status of each tax zone will be assigned by the CFD Administrator in the chronological order in which property becomes Public Property or Property Owner Association Property.

Property Owner Association Property or Public Property that is not exempt from Special Tax A under the Rate and Method shall be subject to the levy of Special Tax A and shall be taxed Proportionately as part of the fifth or sixth step, respectively, in Section D of the Rate and Method, up to 100% of the applicable Maximum Special Tax A for Taxable Property Owner Association Property and Taxable Public Property. No Special Tax A shall be levied in any Fiscal Year on Assessor ’s Parcels that have fully prepaid the Special Tax A obligation pursuant to the formula set forth in Section H of the Rate and Method. 1146

16 Under the Rate and Method, no Special Tax A or Special Tax B shall be levied on Lower Income Household Welfare Exemption Property; provided, however, that if, in any Fiscal Year, applicable law does not require that Lower Income Household Welfare Exemption Property be exempt from some portion, or all, of the Special Tax A or Special Tax B , such portion, or all, of the Special Tax A or Special Tax B shall be levied on such property in accordance with the Rate and Method based on the Land Use Class to which t he Assessor’s Parcel is assigned. Senate Bill 1473, the “Local Government Omnibus Act of 2020,” amended Government Code Section 53340(c) to provide that in a community facilities district in which the levy of a special tax is authorized by an ordinance adopted on or after January 1, 2020, a property receiving a welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code shall be exempt from the special tax unless debt is outstanding and the property was subject to the special tax prior to receiving the exemption, in which case the property shall remain subject to the special tax and the special tax shall be enforceable against the property.

Therefore, pursuant to the Rate and Method and California law, and given that no property is subject to the welfare exemption as of the date hereof, the Special Tax shall be applicable to Lower Income Household Welfare Exemption Property so long as the Bonds are outstanding.

Maximum Special Tax, Assigned Special Tax and Backup Special Tax. The Maximum Special Tax A, Assigned Special Tax A and Backup Special Tax A for the Special Tax A provided for in the Rate and Method is as follows:

Special Tax. Developed Property. The Maximum Special Tax A that may be levied in any Fiscal Year for each Assessor ’s Parcel classified as Developed Property will be the greater of (i) the amount derived by application of the Assigned Special Tax A or (ii) the amount derived by application of the Backup Special Tax A.

The Maximum Special Tax A shall not increase in future years, other than as calculated pursuant to Section C.1.a.3 of the Rate and Method.

Assigned Special Tax A. The Assigned Special Tax A will be determined based on Land Use Class. For Tax Zone 1, Single Family Property will be assigned to Land Use Classes 1 through 7, Other Residential Property will be assigned to Land Use Class 8, and Non-Residential Property shall be assigned to Land Use Class 9 as listed in Table 1 in Section C of the Rate and Method. For Tax Zone 2, Single Family Property will be assigned to Land Use Classes 10 through 18, Other Residential Property will be assigned to Land Use Class 19, and Non- Residential Property shall be assigned to Land Use Class 20 as listed in Table 2 in Section C of the Rate and Method. The Assigned Special Tax A applicable to an Assessor’s Parcel classified as Single Family Property in Tax Zone 1 ranges from $3,037 per unit for units with a Residential Floor Area of less than 901 square feet to $4,229 per unit for units with a Residential Floor Area greater than 1,650 square feet, and from $3,686 per unit for units with a Residential Floor Area of less than 1,101 square feet to $5,676 per unit for units with a Residential Floor Area greater than 2,500 square feet for Tax Zone 2. The Assigned Special Tax A applicable to an Assessor’s Parcel classified as Other Residential Property and Non-Residential Property for Tax Zone 1 is $96,400 per acre, and $86,658 per Acre for Tax Zone 2. Based on the Updated Price Point Study provided by the Price Point Consultant, the Assigned Special Tax rates set forth in Section C of the Rate and Method are required to be reduced so that the total effective tax burden applicable to each land use class of residential property to be constructed within the District will not exceed 1.95% of the minimum sales prices set forth in the Updated Price Point Study, as required by Section C of the Rate and Method. A copy of the Updated Price Point Study is included as APPENDIX C to this Official Statement.

Backup Special Tax. The Backup Special Tax A per Unit for Single Family Property is $ 3,693 in Tax Zone 1 and $4,598 in Tax Zone 2, although subject to adjustment as set forth in Section C.1.a.(3) of the Rate and Method.

Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property and Undeveloped Property. The Maximum Special Tax A for Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, and Undeveloped Property is $96,400 per acre in Tax Zone 1 and $86,658 per Acre in Tax Zone 2; and shall not be subject to increase or reduction and, therefore, shall remain the same in every Fiscal Year.
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17 Multiple Land Use Classes on an Assessor’s Parcel. In some instances an Assessor ’s Parcel of Developed Property may contain more than one Land Use Class. The Maximum Special Tax A levied on such Assessor’s Parcel shall be the sum of the Maximum Special Tax A for all Units of Single Family Property and Acres of Other Residential Property and Non-Residential Property (based on the pro rata share of Square Footage between Other Residential Property and Non-Residential Property, according to the applicable building permits, Final Subdivision Map, parcel map, condominium plan, or other recorded County map) located on that Assessor’s Parcel.

Method of Apportionment of Special Tax A. Each Fiscal Year, beginning with Fiscal Year 2024- 25, the CFD Administrator will determine the Special Tax A Requirement and, subject to the Maximum Special Tax A rates described above, the Special Tax A will then be levied as follows:

First: If needed to satisfy the Special Tax A Requirement, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the applicable Assigned Special Tax A;
Second: If additional monies are needed to satisfy the Special Tax A Requirement after the first step has been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Final Mapped Property up to 100% of the Maximum Special Tax A for Final Mapped Property; Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor ’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property; Fourth: If additional monies are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then the levy of Special Tax A on each Assessor’s Parcel of Developed Property whose Maximum Special Tax A is determined through the application of the Backup Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to the Maximum Special Tax A for each such Assessor’s Parcel;
Fifth: If additional monies are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor ’s Parcel of Taxable Property Owner Association Property up to the Maximum Special Tax A for Taxable Property Owner Association Property; and
Sixth: If additional monies are needed to satisfy the Special Tax A Requirement after the first five steps have been completed, then S pecial Tax A shall be levied Proportionately on each Assessor ’s Parcel of Taxable Public Property up to the Maximum Special Tax A for Taxable Public Property.

Notwithstanding the above, under no circumstances shall the Special Tax A levied in any Fiscal Year on any Assessor’s Parcel of Single Family Property or Other Residential Property for which an occupancy permit for private residential use has been issued be increased as a result of delinquency or default by the owner or owners of any other Assessor’s Parcel or Assessor’s Parcels within the District by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

Under the Indenture, neither the portion of the Special Tax A levied under the Rate and Method to pay for Services (as defined in the Rate and Method) nor the Special Tax B levied under the Rate and Method to pay for Services are pledged to the payment of the Bonds. Accordingly, as used in this Official Statement, including the description of the apportionment of the Special Tax, the term “Special Tax Revenues” means the proceeds of the Special Tax A received by or on behalf of the District, other than proceeds of the Special Tax A levied to pay the costs of Services received by or on behalf of the District, if any, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax A, which will be limited to the amount of said lien and interest and penalties thereon. 1148

18 Prepayment of Special Tax. The Special Tax A obligation for an Assessor’s Parcel of Taxable Property for which a building permit for new construction has been issued after January 1, 2023, may be prepaid in full, or in part, and only if there are no delinquent Special Tax with respect to such Assessor ’s Parcel at the time of prepayment, provided that the terms set forth under Section H of the Rate and Method are satisfied. The Prepayment Amount is calculated based on the Bond Redemption Amount plus Redemp tion Premium plus the Future Facilities Amount plus the Defeasance Amount plus the Administrative Fees and Expenses, less a credit for the resulting reduction in the Reserve Requirement for the Bonds, all as specified in APPENDIX A — “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX — Section H.” Mandatory redemption of Series 2025 Bonds from Special Tax prepayments may result in the reduction in the otherwise expected yield on such Series 2025 Bonds if the Series 2025 Bonds were purchased at a price greater than par. See “SPECIAL RISK FACTORS — Potential Early Redemption of Bonds from Special Tax Prepayments.”
Estimated Debt Service Coverage. The principal amount of the Series 2025 Bonds has been established to produce debt service coverage on the Series 2025 Bonds from Net Special Tax Revenues of at least 110%. The District may levy up to the Maximum Special Tax rates on Taxable Property within the District. See “ — Rate and Method of Apportionment — Maximum Special Tax, Assigned Special Tax and Backup Special Tax ” and “— Rate and Method of Apportionment — Exempt Property.” Pursuant to the Rate and Method, the status of Developed Property is based on building permits issued as of May 1 of the Fiscal Year preceding the Fiscal Year for which the Special Tax is levied. Based on the development status within the District as of October 1, 2025, [_____] parcels of Taxable Property were classified as Developed Property for Fiscal Year 2025-26. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT” and “SPECIAL RISK FACTORS — Failure to Develop Properties.” In Fiscal Year 2024- 25, the first year the Special Tax was levied in the District, a Special Tax in the amount of $132,960 was levied on 36 units classified as Developed Property. In Fiscal Year 2025-26, a Special Tax in the amount of $780,542 was levied on 186 units classified as Developed Property. See “THE COMMUNITY FACILITIES DISTRICT — Delinquency History.”
Table 1 below sets forth the projected Special Tax levy for Fiscal Year 2025-26 by property classification as of September 12, 2025 and as expected at build out.

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19 TABLE 1

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2) SUMMARY OF PROJECTED FISCAL YEAR 2026-27

SPECIAL TAX LEVY AND EXPECTED LAND USES
Projected Fiscal Year 2026-27 Special Tax Levy(1) Buildout of Expected Land Uses Special Tax
Category
Residential
Floor Area
(Sq. Ft.)
No. of
Units or
Acres
Special
Tax A
Rate(2)
Per
Unit or
Acre
Annual Special
Tax A
Revenues
No. of
Units or
Acres(3)
Maximum
or Assigned
Special
Tax A(2)(4)
Per
Unit or
Acre
Annual Special
Tax A
Revenues(5)

Developed Property(6)
Tax Zone 1 Units Units
Single Family Property <901 0 $2,361 per Unit $0 0 $2,361 per Unit $0 901-1,050 20 2,588 per Unit 51,760 24 2,588 per Unit 62,112 1,051-1,200 40 2,847 per Unit 113,880 48 2,847 per Unit 136,656 1,201-1,350 0 3,196 per Unit 0 0 3,196 per Unit 0
1,351-1,500 40 3,476 per Unit 139,040 48 3,476 per Unit 166,848 1,501-1,650 20 3,531 per Unit 70,620 24 3,531 per Unit 84,744 >1,650 0 3,698 per Unit 0 0 3,698 per Unit 0

Tax Zone 2
Single Family Property <1,101 0 $1,892 per Unit $0 0 $1,892 per Unit $0 1,101-1,300 22 2,853 per Unit 62,766 32 2,853 per Unit 91,296 1,301-1,500 22 3,421 per Unit 75,262 32 3,421 per Unit 109,472 1,501-1,700 22 3,890 per Unit 85,580 32 3,890 per Unit 124,480 1,701-1,900 0 4,189 per Unit 0 0 4,189 per Unit 0
1,901-2,100 21 4,632 per Unit 97,272 21 4,632 per Unit 97,272 2,101-2,300 37 4,788 per Unit 177,156 37 4,788 per Unit 177,156 2,301-2,500 37 5,161 per Unit 190,957 37 5,161 per Unit 190,957 >2,500 0 5,540 per Unit 0 0 5,540 per Unit 0

Subtotal - Developed
Property 281 Units $1,064,293 335 Units $1.240.993

Final Mapped Property(7) Acres Acres
Tax Zone 1 2.20 $31,599 per Acre $69,518 0.00 $96,400 per Acre $0 Tax Zone 2 0.00 28,406 per Acre 0 0.00 86,658 per Acre 0

Undeveloped Property(8)
Tax Zone 1 0.00 $0 per Acre $0 0.00 $96,400 per Acre $0 Tax Zone 2 1.36 0 per Acre 0 0.00 86,658 per Acre 0
Grand Total $1,133,811 $1,240,993
__________________________
(1) Based on the building permits issued as of August 15, 2025 and assumes no further development. Includes the debt service due in 2027 on the Series 2025 Bonds and estimated CFD administrative expenses in the amount of $96,211.
(2) Reflects the final Assigned Special Tax A rates, calculated pursuant to Section C.1 of the Rate and Method. (3) Expected land uses are subject to change as development occurs. (4) For Developed Property, the Assigned Special Tax A rates are shown. For Final Mapped Property and Undeveloped Property, the Maximum Special Tax A rate is shown. (5) Does not include potential revenues from a Backup Special Tax A levy on Developed Property. (6) For the projected Fiscal Year 2026-27 Special Tax levy, includes all taxable parcels which have had a building permit issued by the City prior to August 15, 2025 and assumes no further development.
(7) For the projected fiscal year 2026-27 Special Tax levy, includes all taxable parcels which were located within a final subdivision map as of August 15, 2025 and assumes no new final maps will be recorded..
(8) For the projected fiscal year 2026-27 Special Tax levy, no Special Tax is anticipated to be levied on Taxable Public Property, Taxable Property Owner Association Property, Final Mapped Property, or Undeveloped Property.

Sources: City of Ontario; Goodwin Consulting Group, Inc.

Collection and Application of the Special Tax
The Special Tax is levied and collected by the Treasurer-Tax Collector of the County in the same manner and at the same time as ad valorem property taxes; provided, however, that the District may directly bill the Special Tax, may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.
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20 The District has made certain covenants in the Indenture for the purpose of ensuring that the current maximum rates and method of collection of the Special Tax are not altered in a manner that would impair the District’s ability to collect sufficient Special Tax to pay debt service on the Bonds and Administrative Expenses when due. First, the District has covenanted that it will not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the Bonds and if an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the Bonds , the District shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the Bonds. See “SPECIAL RISK FACTORS — Constitutional Limitations on Taxation and Appropriations.” Second, the District has covenanted not to authorize owners of taxable parcels within the District to satisfy Special Tax obligations by the tender of Bonds unless the District shall have first obtained a report of an Independent Consultant certifying that doing so would not result in the District having insufficient Special Tax Revenues to pay the principal of and interest on all Outstanding Bonds when due.

Although the Special Tax constitutes a lien on Taxable Property within the District, it does not constitute a personal indebtedness of the owners of such property within the District. Moreover, other overlapping general obligation debt already exists on t he property located within the District and other future special tax and assessment liens and overlapping general obligation debt could come into existence in the future in certain situations without the consent or knowledge of the City or the landowners therein. See “SPECIAL RISK FACTORS — Parity Taxes and Special Assessments” herein. There is no assurance that property owners will be financially able to pay the annual Special Tax or that they will pay such taxes even if financially able to do so, all as more fully described in the section of this Official Statement entitled “SPECIAL RISK FACTORS.” Under the terms of the Indenture, the Trustee shall establish and maintain a separate fund designated the “Special Tax Fund.” As soon as practicable after the receipt by the District of any Special Tax Revenues, but in any event no later than the date ten Business Days after such receipt, the District shall transfer such Special Tax Revenues to the Trustee for deposit in the Sp ecial Tax Fund; provided, however, that any portion of any such Special Tax Revenues that represent a Special Tax prepayment that i s to be applied to the payment of the redemption price of Bonds in accordance with the provisions of the Indenture shall be identified to the Trustee as such by the District and shall be deposited in the Redemption Fund. See “ — Special Tax Fund” below, “THE SERIES 2025 BONDS — Redemption — Mandatory Redemption from Special Tax Prepayments ” and APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.” Covenant for Superior Court Foreclosure
Pursuant to Section 53356.1 of the Act, the District has covenanted in the Indenture that it will determine or cause to be determined, no later than August 15 of each year, whether or not any owners of property within the District are delinquent in the payment of the Special Tax levied thereon and that, if such delinquencies exist, the District will order and cause to be commenced no later than October 1, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of the Speci al Tax or installment thereof not paid when due.

Notwithstanding the foregoing, the District is not required under the Indenture to order the commencement of foreclosure proceedings if (a) the total Special Tax delinquency in the District for such Fiscal Year is less than 5% of the total amount of the Special Tax levied in such Fiscal Year, and (b) the amount then on deposit in the Reserve Fund is equal to the Reserve Requirement. Notwithstanding the foregoing, if the District determines that any single parcel is delinquent in excess of $7,500 in the payment of the Special Tax, then the District will diligently institute, prosecute and pursue foreclosure proceedings against such parcel.

The mere commencement of foreclosure proceedings will not assure a prompt and favorable resolution of Special Tax delinquencies. The ability of the District to foreclose the lien of delinquent unpaid Special Tax may be limited. See “ SPECIAL RISK FACTORS — Bankruptcy and Legal Delays ” and “— FDIC/Federal Government Interests in Properties.” Moreover, even if a judgment of foreclosure and order of sale is obtained, the District must cause a notice of levy to be issued. Under current law, the property owne r has 120 days from the date of service of the notice of levy in which to redeem the subject property. If the property owner fails to 1151

21 redeem the property and it is sold, the property owner’s only remedy is an action to set aside the sale, which action must be brought within 90 days of the date of sale. If such an action results in the setting aside of the foreclosure sale, the judgment is revived, and the District would be entitled to recei ve interest on the revived judgment as if the sale had not been made. Under former law a property owner had a period of one year within which to redeem property to be sold, and the constitutionality of the legislation that eliminated the one year redemption period has not been tested.

There can be no assurance that, even if the subject property is sold, the proceeds from such sale will be sufficient to pay the delinquent installments of the Special Tax. The Act does not require the District or any other governmental agency to purchase or otherwise acquire any Assessor ’s Parcel being sold if there is no other purchaser at such sale. The Act does require that property being sold pursuant to foreclosure under the Act must be sold for not less than the judgment amount (which must include r easonable attorneys’ fees, together with interest, penalties, and other authorized charges and costs) plus post judgment interest and authorized costs, unless a lower bid price is authorized by the Owners of not less than 75% by value of the Series 2025 Bonds Outstanding.

Special Tax Fund
The Indenture provides that the Trustee will est ablish and maintain a separate F und designated the “Special Tax Fund.” The Indenture requires that the District transfer Special Tax Revenues (other than Special Tax prepayments) to the Trustee for deposit into the Special Tax Fund as soon as practicable after the District ’s receipt thereof, but in any event no later than ten Business Days after such receipt. No later than the Business Day immediately preceding each Interest Payment Date, after having made any requested transfers to the Administrative Expense Fund, as reque sted by the District, to have sufficient amounts available therein to pay Administrative Expenses, the Trustee is required by the Indenture to make transfers from the Special Tax Fund to the Interest Account in the Bond Fund, the Principal Account in the Bond Fund and the Reserve Fund in the amounts and in the priority specified in the Indenture. See APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”
As soon as practicable after the District ’s receipt of Special Tax prepayments, but in any event no later than ten Business Days after such receipt, the District is required to transfer any Special Tax prepayments to the Trustee and, in connection therewith, submit to the Trustee a Written Certificate identifying such amounts as Special Tax prepayments, identifying the portion of such Special Tax prepayments so transferred that is to be applied to the Redemption Price of the Bonds and identifying the portion of such Special Tax prepayments that is to be applied to the payment of interest on the Bonds to be so redeemed. The portion of such Special Tax prepayments that is to be applied to the Redemption Price will be deposited by the Trustee in the Redemption Fund and will be applied to the redemption of the Bonds pursuant to the Indenture. The portion of such Special Tax prepayments that is to be applied to the payment of interest on the Bonds to be so redeemed will be deposited by the Trustee in the Interest Account and will be applied to the payment of such interest.

Reserve Fund
The Indenture provides that the Trustee will establish and maintain a separate Fund designated the “Reserve Fund.” On the Closing Date, the Trustee will deposit in the Reserve Fund the amount specified under the caption “ESTIMATED SOURCES AND USES OF FUNDS.” The Trustee is also required, no later than the Business Day immediately preceding each Interest Payment Date, to transfer from the Special Tax Fund (after the requisite transfers to the Administrative Expense Fund, the Interest Account and the Princi pal Account) the amount, if any, necessary to cause the amount on deposit in the Reserve Fund to be equal to the Reserve Requirement. The Indenture defines “Reserve Requirement” to mean, as of the date of any calculation, the least of (i) “10% of the proceeds of the issue,” within the meaning of Section 148 of the Code, with respect to the Bonds (excluding from such calculation Bonds refunded with the proceeds of subsequently issued Bonds), (ii) Maximum Annual Debt Service and (iii) 125% of Average Annual Debt Service. 1152

22 Except as otherwise provided in the Indenture, all amounts in the Reserve Fund are to be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the Interest Account in accordance with the Indenture in the event of any deficienc y in the Interest Account of the amount then required for payment of the interest on the Bonds, (ii) making transfers to the Principal Account in accordance with the Indenture in the event of any deficiency in the Principal Account of the amount then requi red for payment of the principal of the Bonds, and (iii) redeeming Bonds in accordance with the Indenture as described in the following paragraph.

Whenever Bonds are to be optionally redeemed or redeemed from Special Tax prepayments, a proportionate share (determined as provided below) of the amount on deposit in the Reserve Fund will, on the date on which amounts to redeem such Bonds are deposited in the Redemption Fund or otherwise deposited with the Trustee, be transferred by the Trustee from the Reserve Fund to the Redemption Fund or to such deposit held by the Trustee and will be applied to the redemption of said Bonds ; provided that, such amount will be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share will be equal to the largest integral multiple of the minimum Authorized Denomination for said Bonds that is not larger than the amount equal to the product of (i) the amount on deposit in the Reserve Fund on the date of such transfer, times (ii) a fraction, the numerator of which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Trustee will, upon receipt of a Written Request of the District, transfer the amount in the Reserve Fund to the Interest Account, Principal Account and/or Redemption Fund, as applicable, to be applied, on the next succeeding Interest Payment Date to the payment and redemption of all of the Ou tstanding Bonds. If, as a result of the scheduled payment of principal of or interest on the Bonds, the Reserve Requirement is reduced, the Trustee will transfer an amount equal to the amount of such reduction to the Interest Account.

Investment of Moneys
All moneys held by the Trustee in any of the Funds or Accounts are required to be invested by the Trustee solely in Permitted Investments, as directed in writing by the District. As used in the Indenture, the phrase “Permitted Investments” includes a variety of investments, some of which may not be rated by a national rating service. See APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions.”
No Additional Bonds Except for Refunding Bonds
So long as any of the Series 2025 Bonds remain Outstanding, the District will not issue any Additional Bonds or obligations payable from Net Special Tax Revenues senior to the Series 2025 Bonds. The District may issue Additional Bonds or obligations payable on a parity with the Series 2025 Bonds, if, among other things: (i) upon the issuance of such Additional Bonds, no Event of Default will occur or be continuing under the Indenture; (ii) the proceeds of the Additional Bonds will be applied to refund the Series 2025 Bonds or Additional B onds previously issued under the Indenture, pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, and/or make any requisite deposit to the Reserve Fund; and (iii) the Annual Debt Service in each Bond Year, calculated for all Bonds that will be Outstanding after the issuance of such Additional Bonds, will be less than or equal to Annual Debt Service in such Bond Year, calculated for all Bonds that are Outstanding immediately prior to the issuance of such Additional Bonds. Nothing contained in the Indenture limits the issuance of any special tax bonds payable from the Special Tax if, after the issuance and delivery of such special tax bonds, none of the Bonds theretofore issued under the Indenture will be Outstanding. See APPENDIX F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”
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23 THE COMMUNITY FACILITIES DISTRICT
General Information Regarding the District
The District was formed to finance certain services, facilities, and costs with respect thereto related to the development within the District. The qualified electors within the boundaries of the District, being the then owners of property in the District, authorized the District to incur bonded indebtedness to finance certain facilities to meet the needs of new development within the District and approved the Rate and Method for, and authorized the levy of, the Special Tax.

The District is located in the southern portion of the City near the western boundary of the County of San Bernardino, California (the “County”) in an area known as “Ontario Ranch,” a multiple phase, multiple master- planned community development . Ontario Ranch spans 13.5 square miles and is the largest master -planned community in Southern California. Ontario Ranch is planned to contain over 8,200 acres, of which 4,026 acres are currently approved. While much of Ontario Ranch is raw vacant land, many planned communities within the east side of Ontario Ranch have been completed or a re currently under construction. At full buildout, Ontario Ranch is expected to include approximately 69,000 residential units, approximately 12 million square feet of commercial and office development, and approximately 31 million square feet of industrial space. Ontario Ranch will also feature ten new schools and over 400 acres of public parkland The District consists of three residential communities; two that are contiguous known as Peri and Rubi, and one stand-alone about ½ mile away known as the second phase of Eave, and all located within Ontario Ranch.

Peri and Rubi are located along the along the west side of Haven Avenue, north of Chino Avenue, while the second phase of Eave is located east of Haven Avenue, south of Chino Avenue along Twinkle Avenue at Eames Street; all of which lies west of Interstate 15 and south of State Route 60. Combin ed, the Peri and Rubi sites consist of approximately 19. 17 gross acres with all lots located within Final Tract Map 20452 . The Eave site consists of approximately 9.18 gross acres, with all lots located within Final Tract Map No. 20530. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development.” As mentioned above, the Developer is building and selling homes in the District within “Neuhouse Phase

2.” At full buildout, the District is anticipated to include 335 residential units, comprised of 95 single-family detached units, 96 attached units in 6-plex townhomes, and 144 attached cluster units within 12-plex townhomes.

As of August 18, 2025, the date of value of the Appraisal (defined herein), the District included 114 completed residential units which had closed escrow to individual homeowners (which includes 11 models purchased by investors), with an additional 24 in escrow due to close upon completion; the Developer and the Landbanks owned 34 residential units that were over 95% complete (18 of which were in escrow), 62 residential units that were in various stages of construction but less than 95% complete (6 of which were in escrow), and 125 lots/pads without any home construction thereon (none of which were in escrow) . As of August 18, 2025, building permits had been issued for 281 units within the District.

As of October 1, 2025, a total of [____] residential units had been conveyed to individual homeowners, with an additional [___] units in escrow due to close upon completion; the Developer owned [__] residential units that were over 95% complete ([__] of which were in escrow), [__] residential units that were in various stages of construction but less than 95% complete ([__] of which were in escrow); AG Landbank owned [__] finished lots without any home construction thereon (none of which were in escrow); MRP Landbank owned [__] residential units that were over 95% complete ([__] of which were in escrow), [__] residential units that were in various stages of construction but less than 95% complete ([__] of which were in escrow), and [__] finished lots without any home construction thereon (none of which were in escrow). As of October 1, 2025, building permits had been issued for [___] units within the District. Homes under contract may not result in closed escrows as sales contracts are subject to cancellation. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — Development Plan” and “SPECIAL RISK FACTORS — Mortgage Interest Rates.” 1154

24 Under the City’s General Plan (Land Use Plan LU -01) the Peri and Rubi sites are designated as “Low- Medium Density Residential,” which allows for 5.1 to 11 dwelling units per acre . Per the current City Zoning map, the Peri and Rubi sites are covered within the West Haven Specific Plan and shown as Planning Area No. 3, which has an allowance for up to 203 units. Under the City’s General Plan (Land Use Plan LU-01) the Eave site is designated as “Medium Density Residential,” which allows for 11.1 to 25 dwelling units per acre. Per the current City Zoning map, the Eave site is covered within the Rich Haven Specific Plan and shown as Planning Area No. 3B. As built and proposed, development within the District legally conforms to these requirements.

Water and sewer service to the property within the District will be supplied by the City. Electricity will be supplied by Southern California Edison Company, natural gas by The Gas Company and schools are within the boundaries of the Mountain View Elementary School District and Chaffey Joint Union High School District.

Like all of Southern California, the land within the District is subject to seismic activity. The District is not located in a designated Earthquake Study Zone and there are no known active faults crossing the site. T he Chino Fault, however, is located southwest of the District and the Cucamonga Fault Zone is located north of the District. See “SPECIAL RISK FACTORS — Geologic, Topographic and Climatic Conditions.” The Federal Emergency Management Agency has determined that the District is located in a Zone “X” flood area (an area of minimal flooding, within the 500-year flood plain), and flood insurance will not be required.

See “SPECIAL RISK FACTORS — Geologic, Topographic and Climatic Conditions.” An aerial photo showing the property within the District and a map showing the general location of the District and the surrounding area appears on the pages before Page 1 of this Official Statement. More detailed information about the property therein is contained in APPENDIX B — “APPRAISAL REPORT, ” and information about the ownership of such property is set forth under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT.” General information about the City is set forth in APPENDIX E.

The Facilities
The City and LS- ONTARIO II LLC (“LS-Ontario II”), an affiliate of the Developer, entered into that certain Acquisition and Funding Agreement dated as of July 1, 2024 (the “Acquisition Agreement”), which provides, among other things, the means by which certain facilities will be financed in connection with the development within the District, including water and recycled water improvements, fiber optic network improvements, street and traffic circulation system improvements (the “Facilities”). Pursuant to the Acquisition Agreement, LS-Ontario II agreed to construct, and the City agreed to accept, certain Facilities to be acquired with the proceeds of the Series 2025 Bonds and available Special Tax proceeds deposited into the Acquisition Account of the Improvement Fund under the Indenture pursuant to certain requirements contained in the Acquisition Agreement and the Indenture. The Acquisition Agreement also provides guide lines pursuant to which the City may acquire completed segments of the Facilities with the proceeds of the Series 2025 Bonds and available Special Tax proceeds deposited into Acquisition Account of the Improvement Fund. The Acquisition Agreement may be amended from time to time by the parties thereto.

Pursuant to the Acquisition Agreement, LS-Ontario II agreed to pay all costs of the Facilities that it constructs pursuant to the Acquisition Agreement in excess of the moneys available therefor in the Acquisition Account of the Improvement Fund. Further, the Acquisition Agreement states any lack of availability of amounts in the Acquisition Account of the Improvement Fund to pay the acquisition costs of the Facilities shall in no way diminish any obligation of LS-Ontario II with respect to the construction of or contributions for public facilities and mitigation measures required by the conditions of approval or any subdivision, development, or other agreement to which LS-Ontario II is a party, or any governmental approval to which LS- Ontario II or any land within the District is subject, except to the extent expressly set forth in such agreement or approval. 1155

25 As of September 1, 2025, all of the Facilities to be constructed by LS-Ontario II that are required to serve the development within the District have been substantially completed, pending final approval and acceptance by the City.

Certain facilities (the “NMC Facilities”) were constructed pursuant to that certain Amended and Restated Acquisition and Funding Agreement, dated as of November 1, 2022 (the “NMC Acquisition Agreement”), by and between the City and NMC Builders, LLC, a California limited liability company (“NMC Builders”), as amended.

Pursuant to the NMC Acquisition Agreement bond proceeds may be deposited into an NMC Acquisition Account of the Improvement Fund under the Indenture to finance the costs of certain NMC Facilities constructed by NMC Builders and acquired by the City pursuant to the NMC Acquisition Agreement. NMC Builders is an entity established by certain current and previous landowners within Ontario Ranch for the purpose of jointly funding and managing the construction of much of the major public infrastructure required for the development of the eastern portion of Ontario Ranch, including some of the facilities being financed through the issuance of the Series 2025 Bonds.

Direct and Overlapping Debt
The District is included within the boundaries of numerous overlapping local agencies providing governmental services. Some of these local agencies have outstanding bonds, and/or the authority to issue bonds, payable from taxes or assessments. The existing and authorized indebtedness payable from taxes and assessments that may be levied upon the property within the District is shown in Table 2 below. In addition to current debt, new community facilities districts and/or special assessment districts could be formed in the future encompassing all or a portion of the property within the District; and such districts or the agencies that formed them could issue more bonds and levy additional special taxes or assessments. 1156

26 TABLE 2

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

DIRECT AND OVERLAPPING DEBT
2025-26 Assessed Valuation: $42,158,046

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 9/1/25 Metropolitan Water District General Obligation Bonds 0.001% $178 Chaffey Community College District General Obligation Bonds 0.024 107,361 Chaffey Union High School District General Obligation Bonds 0.047 294,481 Mountain View School District SFID No. 1 General Obligation Bonds 0.338 9,390 Mountain View School District SFID No. 2 General Obligation Bonds 0.656 512,192 City of Ontario Community Facilities District No. 71 100.000 0(1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $923,602

OVERLAPPING GENERAL FUND DEBT:

San Bernardino County General Fund Obligations 0.012% $12,434 San Bernardino County Flood Control District General Fund Obligations 0.012 4,602 Chaffey Community College District Certificates of Participation 0.024 5,305 City of Ontario General Fund Obligations 0.098 440,627
City of Ontario Pension Obligation Bonds 0.098 206,386
West Valley Vector Control District Certificates of Participation 0.034 375 TOTAL OVERLAPPING GENERAL FUND DEBT $669,729

COMBINED TOTAL DEBT $1,593,331(2)
Ratios to 2025-26 Local Secured Assessed Valuation:

Direct Debt ($0) .................................................................. 0.00% Total Direct and Overlapping Tax and Assessment Debt:.... 2.19% Combined Total Debt: .......................................................... 3.78% _______________________
(1) Excludes Series 2025 Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

As shown in Table 3 below, the projected Fiscal Year 2025- 26 average total effective tax rate for completed homes conveyed to individual homeowners as of September 12 , 2025, in the Distr ict range from approximately 1.93% to 1.96% of the base sales price of sample lots within the three neighborhoods. The following Table 3 sets forth sample tax bills for selected completed homes owned by individual homeowners within the three neighborhoods of the District for Fiscal Year 2025-26. 1157

27 TABLE 3

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

SAMPLE TAX BILLS
Tax Zone: 2 2 1
Residential Floor Area (Sq. Ft.): 2,148 1,467 1,468
Type of Property: Detached Attached Attached
Community Name: Peri Rubi Eave
Net Taxable Value
Sales Price/Estimated Price(1) $741,060.00 $542,790.00 $543,160.00 Less: Homeowner’s Exemption (7,000.00) (7,000.00) (7,000.00) Net Taxable Value $734,060.00 $535,790.00 $536,160.00

Ad Valorem Property Taxes Rate
Base Property Tax 1.0000% $7,340.60 $5,357.90 $5,361.60 Chaffey College Bond 0.0196 144.09 105.17 105.24
Chaffey High Bond 0.0300 220.45 160.91 161.02
Mountain View Elementary SFID #1 0.0102 74.68 54.51 54.54 Mountain View Elementary SFID #2 0.0400 293.87 214.49 214.64 Metro Water Mid-Valley Debt 0.0070 51.38 37.51 37.53
Total Ad Valorem Property Taxes 1.1069% $8,125.07 $5,930.48 $5,934.58

Parcel Charges, Assessments, and Special Taxes
Vector Control Assessment #1 $22.16 $22.16 $22.16
Metro Water – Water Standby 7.59 7.59 7.59
City of Ontario CFD No. 71 (Neuhouse Phase 2) –
Special Tax B(2)

1,371.52 1,188.88 1,188.88
City of Ontario CFD No. 71 (Neuhouse Phase 2)(3) 4,788.00 3,421.00 3,476.00 Total Parcel Charges, Assessments, and Special Taxes $6,189.27 $4,639.63 $4,694.63

Total Taxes $14,314.34 $10,570.11 $10,629.21

Total Effective Tax Rate 1.93% 1.95% 1.96%
_______________________
(1) Represents base market values for sample lots as reported in the Appraisal Report. (2) Equal to the Special Tax B levied for Fiscal Year 2025-26. The Maximum Special Tax B increases by up to 4% per year. (3) Equal to the applicable Assigned Special Tax A rate for the District. Reflects the reduced Assigned Special Tax A rates calculated pursuant to Section C.1 of the Rate and Method.

Sources: San Bernardino County Tax Collector’s Office; Kitty Siino & Associates, Inc.; Goodwin Consulting Group, Inc.

Property Values
Appraisal. In order to provide information with respect to the value of the land within the District, the District engaged the Appraiser to prepare the Appraisal. The principal of the Appraiser, who was actively involved in the preparation of the Appraisal, has a n “MAI” designation from the Appraisal Institute and has prepared numerous appraisals for the sale of land secured municipal bonds. The Appraiser was selected by the District and has no material relationships with the City, the District or the owners of the land within the District other than the relationship represented by the engagement to prepare the Appraisal and other similar engagements for the City.

The City instructed the Appraiser to prepare its analysis and report in conformity with City- approved guidelines and the Appraisal Standards for Land Secured Financings published in 1994 and revised in 2004 by the commission now known as California Debt and Investment Advisory Commission. A copy of the Appraisal is included as APPENDIX B to this Official Statement.

The purpose of the Appraisal was to estimate the minimum market value of the fee simple estate, subject to special tax and special assessment liens, of the property within the District in its current condition. Subject to the contingencies, assumptions and limiting conditions set forth in the Appraisal, the Appraiser concluded that, as of August 18, 2025, the minimum market value of the property within the District was not less than $126,147,577, consisting of $64,987,810 for the 114 completed units in the District conveyed to individual homeowners and 1158

28 $61,159,767 for the homes and lots owned by the Developer, AG Landbank and MRP Landbank in the District as of such date. See APPENDIX B — “APPRAISAL REPORT.”
Reference is made to APPENDIX B for a complete list and full discussion of the applicable contingencies, assumptions and limiting conditions and the methodology employed by the Appraiser. In the event that any of the contingencies, assumptions and limiting conditions are not actually realized, the value of the property within the District may be less than the amount reported in the Appraisal. In any case, there can be no assurance that any portion of the property within the District would actually sell for the amount indicated by the Appraisal.

The Appraisal merely indicates the Appraiser’s opinion as to the minimum market value of the property referred to therein as of the date and under the conditions specified therein. The Appraiser ’s opinion reflects conditions prevailing in the applicable market as of the date of value. The Appraiser ’s opinion does not predict the future value of the subject property, and there can be no assurance that market conditions will not further adversely change in the future. See “SPECIAL RISK FACTORS.” It is a condition precedent to the issuance of the Series 2025 Bonds that the Appraiser deliver to the District a certification to the effect that nothing has come to the attention of the Appraiser subsequent to the date of value of the Appraisal that would cause the Appraiser to believe that the value of property in the District is less than the minimum va lue reported in the Appraisal. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — Development Plan — Peri,” “Rubi,” and “Eave.” Value-to-Lien Ratios
The value of the property within the District is significant because, in the event of a delinquency in the payment of the Special Tax, the District may foreclose only against delinquent parcels. Likewise, the ratio of the value of a parcel to its “share” of the Series 2025 Bonds is important because it provides an indication of the extent of the relative burden imposed on each parcel by the applicable Special Tax. As indicated above, the minimum appraised value of the property within the District is not less than $ 126,147,577. The ratio of that value to the $15,655,000
∗ total principal amount of the Series 2025 Bonds is approximately 8.06*-to-1. Taking other overlapping tax and assessment debt within the District into account, the ratio of the minimum appraised value to the total amount of existing tax and assessment debt for the District plus the Series 2025 Bonds of $16,578,602 *
is approximately 7.61*-to-1. See “ — Direct and Overlapping Debt.” Table 4 sets forth the appraised value- to- lien ratios of all the taxable property within the District by ownership and development status as of September 12, 2025.

Additionally, Table 5 below sets forth the stratification of value-to-liens of the parcels within the District, based on the appraised value of such parcels set forth in the Appraisal and such parcels ’ respective shares of the principal amount of the Series 2025 Bonds (allocated to each parcel based upon its respective share of the Buildout Assigned Special Tax A) and the ratio of the appraised value to its share of the Series 2025 Bonds.

∗ Preliminary, subject to change.
1159

29 TABLE 4

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

APPRAISED VALUE-TO-LIEN RATIOS BY OWNERSHIP AND STATUS OF DEVELOPMENT Owner

Community
Name
Status of
Development(1)
No. of
Planned
Units

Projected FY
2026-27
Special Tax A
Levy
Percent of
Projected FY
2026-27 Special
Tax A Levy
Appraised
Value(3)
District
Debt*(4)
Average
Appraised
Value-to-
Lien*

INDIVIDUAL HOMEOWNERS Peri Completed and Sold 26 $126,909 11.19% $19,590,330 $1,752,285 11.18 Rubi Completed and Sold 32 109,519 9.66 17,344,880 1,512,174 11.47 Eave Completed and Sold 56 177,612 15.67 28,052,600 2,452,363 11.44 Subtotal - Individual Homeowners 114 $414,040 36.52% $64,987,810 $5,716,823 11.37

DEVELOPER Peri Completed Homes 8 $39,484 3.48% $4,497,685 $545,172 8.25 Under Construction 14 68,958 6.08 3,657,737 952,132 3.84

Rubi Completed Homes 10 32,777 2.89 3,905,306 452,566 8.63 Under Construction 24 81,312 7.17 6,270,407 1,122,709 5.59

Eave Completed Homes 9 25,327 2.23 2,872,718 349,700 8.21 Subtotal - Developer 65 $247,858 21.86% $21,203,853 $3,422,279 6.20

AG Landbank(5) Peri Finished Lots 47 $230,034 20.29% $12,279,547 $3,176,175 3.87 Rubi Finished Lots 30 0 0.00 7,838,008 0 N/A
Subtotal – AG Landbank 77 $230,034 20.29% $20,117,556 $3,176,175 6.33

MRP Landbank(5) Eave Completed Homes 7 $22,241 1.96% $2,618,027 $307,091 8.53 Under Construction 24 75,060 6.62 5,740,110 1,036,385 5.54 Finished Pads 48 144,578 12.75 11,480,221 1,996,248 5.75 Subtotal- MRP Landbank 79 $241,879 21.33% $19,838,358 $3,339,723 5.94

Grand Total 335 $1,133,811 100.00% $126,147,577 $15,655,000 8.06 _______________________
* Preliminary, subject to change.
(1) Construction status as provided in the Appraisal Report. May not reflect classification of properties for purposes of the Special Tax levy. (2) Based on the building permits issued as of August 15, 2025 and assumes no further development. Includes the debt service due in 2027 on the Series 2025 Bonds and estimated CFD administrative expenses in the amount of $96,211.
(3) Represents an allocation of the bulk market values reported in the Appraisal Report. The allocated values are not indicative of the market values of the groupings or the individual lots. (4) Equal to the principal amount of the Series 2025 Bonds. Does not include overlapping debt secured by ad valorem taxes on the property. Allocated based on the proportionate share of the projected Fiscal Year 2025-26 Special Tax levy.
(5) The Developer is responsible for paying all property taxes, including the Special Tax, for all lots within the District. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT – Landbank Arrangements.” .

Sources: Kitty Siino & Associates, Inc.; Ramirez & Co., Inc.; Goodwin Consulting Group, Inc. 1160

30 TABLE 5

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

APPRAISED VALUE-TO-LIEN RATIOS
Appraised
Value-to-Lien
Category
No. of
Planned
Units
Projected FY 2026-
27 Special Tax A
Levy(1)
Percent of
Projected FY
2026-27 Special
Tax A Levy
Appraised
Value(2)
District
Debt*(3)
Average
Appraised
Value-to-
Lien*
10:1 to 15:1 114 $414,040 36.52% $64,987,810 $5,716,823 11.37 5:1 to 10:1 98 305,795 26.97 29,554,228 4,222,238 7.00
3:1 to 5:1 93 413,976 36.51 23,767,531 5,715,939 4.16
Subtotal 305 $1,133,811 100.00% $118,309,569 $15,655,000 7.56

Undeveloped Property(4) 30 $0 0.00% $7,838,008 $0 N/A
Total 335 $1,133,811 100.00% $126,147,577 $15,655,000 8.06 ________________________
* Preliminary, subject to change.
(1) Based on the building permits issued as of August 15, 2025 and assumes no further development. Includes the debt service due in 2027 on the Series 2025 Special Tax Bonds and estimated CFD administrative expenses in the amount of $96,211. (2) Represents an allocation of the bulk market values reported in the Appraisal Report. The allocated values may not be indicative of the market values of the groupings or the individual lots.
(3) Equal to the principal amount of the Series 2025 Bonds. Does not include overlapping debt secured by ad valorem taxes on the property. Allocated based on the proportionate share of the projected Fiscal Year 2025-26 Special Tax levy. (4) Based on the anticipated debt service requirements of the Series 2025 Bonds, the City does not expect to levy Special Tax A o n Undeveloped Property in Fiscal Year 2026-27.

Sources: Kitty Siino & Associates, Inc.; Ramirez & Co., Inc.; Goodwin Consulting Group, Inc.

Delinquency History
The District commenced the levy of Special Taxes within the District in Fiscal Year 2024- 25. As of September 12, 2025, there were no delinquencies for Fiscal Year 2024-25. 1161

31 Updated Property Ownership
Table 4, above, is based on ownership and development status within the District as of August 18, 2025, the Date of Value. The Developer reports that since such date, additional development and certain sales contracts for homes have closed escrow to individual homeowners. The following Table 6 shows the ownership status as of [DATE].

TABLE 6

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2) UPDATED OWNERSHIP STATUS(1)
Owner

Community
Name
Status of
Development
No. of
Planned
Units

INDIVIDUAL HOMEOWNERS Peri Completed and Sold
Rubi Completed and Sold
Eave Completed and Sold
Subtotal - Individual Homeowners

DEVELOPER Peri Completed Homes
Under Construction

Rubi Completed Homes
Under Construction

Eave Completed Homes
Subtotal - Developer

AG Landbank Peri Finished Lots
Rubi Finished Lots
Subtotal – AG Landbank

MRP Landbank Eave Completed Homes
Under Construction
Finished Pads
Subtotal- MRP Landbank

Grand Total 335
_____________
(1) As of [DATE].

Source: The Developer.
1162

32 Projected Debt Service Coverage
The following Table 7 provides the projected debt service coverage for the District at full buildout.

TABLE 7

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

PROJECTED DEBT SERVICE COVERAGE AT BUILDOUT
Buildout Assigned Special Tax Revenues*
Year Ending
September 1 Tax Zone 1 Tax Zone 2 Total
Less:

Administrative
Expenses
Net Buildout
Assigned
Special Tax
Revenues
Series 2025
Bonds Debt
Service*

Debt
Service
Coverage*
2026 $265,920 $514,622 $780,542(1) $(96,211) $684,331 $619,402 110.48% 2027 450,360 790,633 1,240,993 (96,211) 1,144,782 1,037,600 110.33 2028 450,360 790,633 1,240,993 (96,211) 1,144,782 1,040,100 110.06 2029 450,360 790,633 1,240,993 (96,211) 1,144,782 1,036,850 110.41 2030 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,100 110.28 2031 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,600 110.22 2032 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,350 110.25 2033 450,360 790,633 1,240,993 (96,211) 1,144,782 1,037,350 110.36 2034 450,360 790,633 1,240,993 (96,211) 1,144,782 1,035,600 110.54 2035 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,100 110.28 2036 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,600 110.12 2037 450,360 790,633 1,240,993 (96,211) 1,144,782 1,040,100 110.06 2038 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,600 110.12 2039 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,100 110.28 2040 450,360 790,633 1,240,993 (96,211) 1,144,782 1,040,600 110.01 2041 450,360 790,633 1,240,993 (96,211) 1,144,782 1,036,850 110.41 2042 450,360 790,633 1,240,993 (96,211) 1,144,782 1,037,100 110.38 2043 450,360 790,633 1,240,993 (96,211) 1,144,782 1,036,100 110.49 2044 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,850 110.20 2045 450,360 790,633 1,240,993 (96,211) 1,144,782 1,040,100 110.06 2046 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,850 110.09 2047 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,100 110.28 2048 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,850 110.09 2049 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,850 110.09 2050 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,100 110.28 2051 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,600 110.12 2052 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,088 110.28 2053 450,360 790,633 1,240,993 (96,211) 1,144,782 1,039,525 110.13 2054 450,360 790,633 1,240,993 (96,211) 1,144,782 1,038,656 110.22 2055 450,360 790,633 1,240,993 (96,211) 1,144,782 1,035,481 110.56 ________________________
* Preliminary, subject to change.
(1) Actual Fiscal Year 2025-26 Special Tax levy.
1163

33 TABLE 8

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2)

PROJECTED SPECIAL TAX A LEVY AND PROPERTY OWNERSHIP
(As of October 1, 2025)
Owner

No. of
Planned
Units
Projected FY 2026-
27 Special Tax A
Levy
Percent of
Projected
FY 2026-
27 Special
Tax A
Levy

Individual Homeowners 135 $486,883 42.94%
Developer 62 $204,333 18.02%
MRP Landbank 79 $241,879 21.33%
AG Landbank 59 $200,716 17.70%
TOTAL 335 $1,133,811 100.00%
________________________
(1) As of October 1, 2025.
(2) Based on the building permits issued as of August 15, 2025 and assumes no further development. Includes the debt service due in 2027 on the Bonds and estimated CFD administrative expenses in the amount of $96,211.

Sources: Appraiser; Underwriter; Goodwin Consulting Group, Inc.

PROPERTY OWNERSHIP AND THE DEVELOPMENT
The information provided in this section has been included because it may be considered relevant to an informed evaluation and analysis of the Series 2025 Bonds and the District. No assurance can be given, however, that the proposed development of the property within the District will occur in a timely manner or in the configuration or to the density described herein, or that the Developer and the Landbanks, any owners or affiliates thereof, or any other property owner will or will not retain ownership of its respective property within the District. There may be material adverse changes to this information after the date of the Official Statement.

Neither the Series 2025 Bonds nor any of the Special Tax are personal obligations of any property owner within the District and, in the event that any property owner defaults in the payment of its Special Tax, the District may proceed with judicial foreclosure on the delinquent property but has no direct recourse to the assets of any property owner or any affiliate thereof. The Series 2025 Bonds are secured solely by the Net Special Tax Revenues and amounts on deposit in certain of the funds and accounts maintained by the Trustee under the Indenture. See “SPECIAL RISK FACTORS ” for a discussion of certain of the risk factors that should be considered in evaluating the investment quality of the Series 2025 Bonds.

The following information regarding ownership and planned development of the District has been provided by the Developer. No representation is made by the District or the Underwriter as to the accuracy or adequacy of such information so provided.

The Developer
As previously defined, the “Developer” is, collectively, Landsea Homes of California LLC , a Delaware limited liability company, and its affiliate LS-Ontario II LLC, a Delaware limited liability company (“LS-Ontario II”). On June 25, 2025, the Developer’s then ultimate parent company, Landsea Homes Corporation (“Landsea”) 1164

34 was acquired by The New Home Company Inc. (“NWHM”). The Developer’s new parent , NWHM, designs, constructs and sells homes in Southern California, Northern California, Arizona, Colorado, Oregon, Washington and Texas. NWHM was a publicly held company listed on the NYSE until September 2021 when the company became privately held upon its pur chase by an entity controlled by Apollo Funds (“Apollo”) and managed by affiliates of Apollo Global Management, Inc. (“APO”), a publicly traded company listed on the NYSE. For more information about NWHM, visit its website at www.NewHomeCo.com.

The foregoing websites given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Of ficial Statement as to the accuracy or adequacy of the information contained on such websites. Neither Developer nor any other person or entity are obligated to advance funds for construction or development or to pay ad valorem property taxes or the Specia l Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the District, the City or the Underwriter.

Landbank Arrangements. The Developer has entered into a landbank arrangement for the Peri and Rubi communities with the AG Landbank, and has entered into a landbank arrangement for the Eave community with the MRP Landbank.

Ontario City CouncilOctober 21, 2025

Ontario City Council
October 21, 2025