Agenda packet — Ontario City Council, May 5, 2026 (part 3 of 4)

BB&K 2020

PAUL S. LEON
MAYOR

ALAN WAP
NER

MAYOR PRO TEM
JIM W
. BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK
JAM
ES R. MILHISER

CITY TREASURER
SCOT

T OCHOA

CITY MANAGER
AMENDM
ENT NO. 9 TO THE DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
THIRTIETH STREET ARCHITECTS, INC.

1. Part
ies and Date.

This
Amendment No. 9 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Thirtieth Streets Architects , Inc. a Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recit
als.

2.1 Agreement. The City a nd Consultant have entered i nto an agr eement ent itled “Design Services Agreement” dated February 15, 2021 (“Agreement”). (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to revise the scope of services for the D&C23-026 Downtown Mobilit y Hub set forth in Amendment No. 9 and increase the not-to-exceed compensation amount by Fifty Thousand Dollars and Zero Cents ($50,000). The Parties have heretofore entered into Amendment No. 1 dated September 26, 2022, Amendment No. 2 dated August 24, 2023, Amendment No. 3 dated November 1, 2023, Amendment No. 4 dated March 19, 2024, Amendment No. 5 dated June 4, 2024, Amendment No. 6 dated August 20, 2024 , Amendment No. 7 dated September 17, 2024, Amendment No. 7a dated October 1, 2024, and Amendment No. 8 dated August 19, 2025.

2.3 Amendment Authority. This Amendment No. 9 is authorized pursuant to Section

3.37 of the Agreement.

3. Terms
.

3.1 A
mendment. Section 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:
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BB&K 2020

“3.10.1 Cons
ultant's Compensation for Basic Services. City shall pay to consultant, for the performance of all Services rendered under this Agreement, with the total not to exceed amount of One Million Three Hundred Thirty-Four Thousand Nine Hundred Dollars ($1,334,900) ("Total Compensation"). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement."
Exhibit B is hereby deleted in its entirety and replaced with Attachment A attached hereto and incorporated herein by reference.

3.2 C
ontinuing Effect of Agreement. Except as amended by this Amendment No. 9, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 9. F rom and after the date of this Amendment No. 9, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as a
mended by this Amendment No. 9.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obl
igations they have undertaken pursuant to this Amendment No. 9.

3.4 Severability. If any portion of this Amendment No. 9 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Integration. This Amendment represents the entirety of the Parties’ understanding r
elating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated am
endment.
[SIGNATURES ON FOLLOWING PAGE]
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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 9 TO THE DESIGN SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND THIRTIETH STREET ARCHITECTS, INC.

I
N WITNESS WHEREOF, the Parties have entered into this Amendment No. 9 as of the day and year first above written.

CITY OF ONTARIO THIRTIETH STREET ARCHITECTS, INC.

By:

Its:

Printed Name:

By:

Its:

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

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

City Clerk
317
architecture historical rehabilitation planning
2821 newport blvd. newport beach california 92663
phone (949) 673-2643 email: [email protected]

founding principals
john c. loomis, architect
james c. wilson, architect

principal
elwood l. gulley, architect

March 18, 2026
Adrian Escamilla
Construction Manager
City of Ontario – Design and Construction
1333 S. Bon View
Ontario, CA 91761
Re: Downtown Mobility Hub
Final Construction Observation Services
Dear Adrian,
It is Thirtieth Street Architects, Inc.’s (TSA) understanding the City of Ontario has entered into an agreement with LG E&C Construction Company (Loengreen Inc.), the General Contractor, whereby the General Contractor has agreed to complete the Downtown Mobility Hub Project within the next 55 days and to pay the Architect, TSA, Inc. directly for construction observation and project closeout services necessary to complete this Project, including the Consultant Team.

The following is a detailed proposal for this Work. PLEASE NOTE – THAT THIS PROPOSAL IS JUST FOR SERVICES FOR THE NEXT 55 DAYS. IF ADDITIONAL SERVICES ARE REQUIRED AFTER THE END OF THE 55 DAYS, THEY WILL BE BILLED AS EXTRA SERVICES (IN ADDITION TO THE FEES LISTED BELOW) ON AN HOURLY BASIS PER THE BILLING RATES LISTED BELOW.

Scope of Work
PHASE I – FINAL CONSTRUCTION OBSERVATION SERVICES
Phase I – Tasks:

1. Review and respond to RFIs from the General Contractor.

2. Review and comment on any final Submittals.

3. Attend weekly Teams Meetings.

4. Visit the site every two weeks to observe the construction first-hand and prepare a Field Report.

5. Coordinate with the City of Ontario.

Phase I – Products:

1. Miscellaneous communications documenting the progress of the Project.

2. Bi-weekly Field Report.
thirtieth
street
architects
inc.

ATTACHMENT A
318

Downtown Mobility Hub – Final Construction Observation Services • Page 2

PHASE II – CLOSEOUT SERVICES

Phase II - Tasks:

1. The Architect and Consultant Team shall visit the Project Site when all construction is substantially complete to prepare Punch List(s).

2. The Architect shall perform a final field visit to confirm that all Punch List items have been completed.

3. The Architect shall prepare a brief letter to the City confirming the work appears to be complete and conforming to the current construction standards.

4. Coordination with the City of Ontario.

Phase II - Products:

1. Punch List(s).

2. Architect’s Letter of Completion.

Professional Fees

Consultant Hourly Rates Estimated Hours Total Fee
Architect
Principal $205/hr. 66 $13,530.00
Licensed Architect $180/hr. 82 $14,760.00

Civil Engineer $200/hr. 6 $1,200.00

Landscape Architect $150/hr. 8 $1,200.00

Structural Engineer $220/hr. 8 $1,760.00

Mechanical, Plumbing, &
Electrical $175/hr. 18 $3,150.00
Total $35,600.00

END OF AGREEMENT

CITY OF ONTARIO THIRTIETH STREET ARCHITECTS, INC.

DESIGN & CONSTRUCTION

Adrian Escamilla John C. Loomis Lic. #C8684
Construction Manager President

James C. Wilson Lic. #C8994
Secretary/C.F.O.

Architect
Principal $205/hr. 86 $17,630.00
Licensed Architect $180/hr. 129 $23,220.00
Civil Engineer $200/hr. 8 $1,600.00
Landscape Architect $150/hr. 10 $1,500.00
Structural Engineer $220/hr. 10 $2,200.00
Mechanical,
Plumbing, & Electrical $175/hr. 22 $3,850.00
Total 265 $50,000.00
Architect
Principal $205/hr. 86 $17,630.00
Licensed Architect $180/hr. 129 $23,220.00
Civil Engineer $200/hr. 8 $1,600.00
Landscape Architect $150/hr. 10 $1,500.00
Structural Engineer $220/hr. 10 $2,200.00
Mechanical,
Plumbing, & Electrical $175/hr. 22 $3,850.00
Total 265 $50,000.00
319
Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Jacqueline Leon, Bonnie Tam
Approved By:

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

A CONSTRUCTION CONTRACT WITH MCCARTHY BUILDING COMPANIES, INC.

FOR DESIGN-BUILD CONSTRUCTION SERVICES FOR THE D-BLOCK PARKING

STRUCTURE

CITY OF ONTARIO
Agenda Report
May
5, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute a Construction Contract with McCarthy Building Companies, Inc., of Newport Beach, California, to provide design-build construction services for the D-Block Parking Structure in the amount of $24,711,514 and authorize a contingency of $2,471,151 for a total not-to-exceed contract amount of $27,182,665; and
Authorize the City Manager, or his designee, to execute all documents required for the completion of the project including which may include, but not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and ﬁling a notice of completion at the conclusion of all construction- related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The recommended Construction Contract with McCarthy Building Companies, Inc., is in the amount of $24,711,514 plus a contingency of $2,471,151 for a total not-to-exceed contract amount of $27,182,665. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects Fund for the D-Block Parking Structure.

BACKGROUND & ANALYSIS:

The D-Block Parking Structure will consist of a ﬁve-story facility providing approximately 411 parking spaces at the corner of E Street and Lemon Avenue. The structure is intended to provide the necessary public parking to support future mixed-use development in Downtown Ontario.
320
In March 2026, the City solicited prequaliﬁcation proposals from Design-Build entities interested in constructing a multi-story parking structure on Vineyard Avenue and Riverside Drive to accommodate parking for the proposed Sports Complex. Five submittals were received and deemed responsive. Those ﬁve qualiﬁed ﬁrms were subsequently invited to submit proposals for the design and construction of a ﬁve-story parking structure. Two proposals were received and evaluated, with the following results:

CONTRACTOR NAME

AVERAGE SCORE
McCarthy Building Companies, Inc.

8.75 Bomel Construction

7.75 A selection committee comprised of City staﬀ from the Planning, Public Works, and Building Departments reviewed and scored each proposal based on design appearance, responsiveness to the bid documents, project delivery schedule, and demonstrated qualiﬁcations. McCarthy Building Companies, Inc., received the highest overall rating and was determined to be the most responsive and responsible proposer. Their proposal provided the strongest combination of exterior design, delivery timeline, and relevant project experience. Recent comparable projects completed by McCarthy include the C-Block Parking Structure, City Hall Parking Structure, Corona Metrolink Parking Structure, Pomona Valley Hospital Parking Structure, and the Corona Emergency Expansion Parking Structure.

Staﬀ recommends approving a Construction Contract Agreement with McCarthy Building Companies, Inc. for the D-Block Parking Structure Project. The project is anticipated to be operational by November 2026.
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D&C24-018 D-Block Parking Structure 1
S
ECTION 00500 – CONTRACT FOR CONSTRUCTION
This Contract for Construction (“Contract”) , No. D&C24-018 is made and entered as of ____________, by and between City of Ontario , with its principal place of business at 303 East “B” Street, Ontario, CA 91764, sometimes hereinafter called the “City” and McCarthy Building Companies, Inc., sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:

ARTICLE 1. SCOPE OF WORK.

The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documen ts as specified in Article 5, below, for the following Project:

D&C24-018 D-Block Parking Structure
Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION.

Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 390 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE.

The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Twenty - Four Million Seven Hundred Eleven Thousand Five Hundred Fou rteen Dollars ($24,711,514 ). Payment shall be made as set forth in the PAUL S. LEON
MAYOR
AL

AN WAPNER

MAYOR PRO TEM
JI
M W. BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK
J
AMES R. MILHISER

CITY TREASURER
S

COTT OCHOA

CITY MANAGER
322
D&C24-018 D-Block Parking Structure 2
General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule.

ARTICLE 4. LIQUIDATED DAMAGES.

Contractor acknowledges that the City will sustain actual damages for each and every Day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages.

Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $2,000 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.

Consistent with Public Contract Code Section 7102, Contractor will be compensated for damages incurred due to delays for which the City is responsible. The parties agree that determining Contractor’s exact delay damages is and will continue to be impracticable and extremely difficult.

As such, for each calendar day in excess of the Contract Time, the City shall pay to the Contractor $500 per day as Reverse Liquidated Damages and not as a penalty or forfeiture. Such amount shall constitute the only payment allowed for any City caused delays and shall necessarily include all overhead, all profits, all administrative costs, all bond costs, all labor, materials, equipment and rental costs and any other costs, expenses and fees incurred or sustained as a result of such delays. Notice of requests for delay damages and additional days shall be provided to the City within five (5) Days from the discovery of the circumstances giving rise to any delay or three (3) Days from the discovery of any latent or subsurface conditions giving rise to a delay.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT.

The “Contract Documents” include the following
Instructions to Bidders
Bid Forms
Bid Acknowledgement
Bid Schedule
Bid Guarantee
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration Form
Iran Contracting Act Certification
Public Works Contractor DIR Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
Contract for Construction
General Conditions
Special Conditions
Specifications
323
D&C24-018 D-Block Parking Structure 3
Addenda
Construction Plans and Drawings
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Applicable Local Agency Standards and Specifications, as last revised Reference Specifications
Approved and fully executed Change Orders
Permits
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.

ARTICLE 7. INDEMNIFICATION.

Contractor shall provide indemnification and defense as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES.

Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City’s Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site.

ARTICLE 9. FALSE CLAIMS.

Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
324
D&C24-018 D-Block Parking Structure 4
IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
ATT
EST:

By:

Sheila Mautz, Cit y Clerk
APPRO
VED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
MCCARTHY BUILDING COMPANIES, INC.
[IF CORPORATION, TWO SIGNATURES,

PRESIDENT OR VICE PRESIDENT AND
SECRETARY OR TREASURER REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number

END OF CONTRACT
325
Department: Housing
Prepared By: Albert Ramirez
Department:

Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer, Kelly Zackmann
Approved By:

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

ONE-YEAR ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG), HOME INVESTMENT PARTNERSHIPS , AND EMERGENCY SOLUTIONS GRANT (ESG) PROGRAMS FOR FISCAL YEAR 2026-27

CITY OF ONTARIO
Agenda Report
May
5, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Approve the One-Year Action Plan for Fiscal Year 2026-27 for the Community Development Block Grant (CDBG), HOME Investment Partnerships, and Emergency Solutions Grant (ESG) Programs (on file in the Records Management Department); B
.

Direct Staﬀ to prepare and transmit the ﬁnal documents to the U.S. Department of Housing and Urban Development (HUD); and
C
.

Authorize the City Manager, or his designee, to take all actions necessary or desirable to implement the One-Year Action Plan for Fiscal Year 2026-27 and Subrecipient Agreements.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Pursue City's Goals and Objectives by Working with Other Governmental Agencies Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

In Fiscal Year 2026-27, the City expects to receive $1,792,994 in CDBG funds, with an additional $919,871 in contingency amounts, for a total of $2,712,865. The City is also estimated to receive $655,092 in HOME funds and $161,712 in ESG funds from HUD. If approved, additional appropriations and revenues will be included in the Community Development Block Grant and HOME Grant funds in a future Annual Budget to City Council for approval as needed.

BACKGROUND & ANALYSIS:

HUD requires that cities prepare and adopt an annual Action Plan for each year of the Five-Year Consolidated Plan. This plan outlines how the City will use CDBG, HOME, and ESG funds.
326

The Fiscal Year 2026-27 One-Year Action Plan is the second annual plan under the City's 2025-29 Five-Year Consolidated Plan.

A public meeting was held on March 26, 2026, to solicit community input in developing the One- Year Action Plan. The following day, a notice was published in the Daily Bulletin announcing that the draft Action Plan would be available for public review through May 4, 2026.

For Fiscal Year 2026-27, the City anticipates receiving $1,792,994 in CDBG funds, along with $919,871 in contingency amounts, for a total CDBG allocation of $2,712,865. In addition, the City expects to receive $655,092 in HOME funds and $161,712 in ESG funds from HUD.

The City's CDBG, HOME, and ESG allocations from HUD for Fiscal Year 2026-27, as compared to last year's allocations, are illustrated below:

Fiscal Year 2025-26
Fiscal Year 2026-27
Difference
CDBG
$1,839,944
$1,792,994
$(46,950)
Available CDBG
Contingency
$380,382
$919,871
$539,489
HOME
$676,960
$655,092
$(21,868)
ESG
$159,530
$161,714
$2,182
TOTAL
$3,056,816
$3,529,671
$472,853

The One-Year Action Plan outlines how these funds will be used to support the priorities identiﬁed in the Consolidated Plan. These activities focus on improving the quality of life for low-and moderate-income residents and addressing urgent community development needs. The detailed proposed funding allocations for Fiscal Year 2026-27 are attached.

CDBG funds will support a variety of activities, including public infrastructure improvements such as street and sidewalk repairs and accessibility upgrades. They will also support public services for seniors, youth, and individuals with disabilities, as well as code enforcement eﬀorts to preserve the City's existing affordable housing stock and improve overall living conditions.

HOME funds will focus primarily on the development of aﬀordable rental housing and providing tenant-based rental assistance. This includes ﬁnancing the construction of new rental units and providing rental assistance to low-income households to help them secure and maintain stable housing.

ESG funds focus on assisting individuals and families who are experiencing homelessness or are at risk of homelessness. Funded activities include emergency shelter operations, rapid rehousing assistance, homelessness prevention services, and supportive services such as case management.

ESG funds will help the City respond to immediate housing crisis while also promoting long-term housing stability.

Fiscal Year 2026-27 is a renewal year, and applications were not solicited from external agencies.

Instead, funding will continue to support previously-approved programs that have proven eﬀective 327
and align with the City's strategic goals.

Upon City Council approval, Staﬀ will submit the Fiscal Year 2026-27 One-Year Action Plan to HUD before the required deadline of May 15, 2026.
328

Page 1 of 1 ends

EXHIBIT A

FISCAL YEAR 2026-27 ESTIMATED FUNDING ALLOCATION SUMMARY

RECOMMENDED CDBG FUNDING-
Proposed Programs Implementing Agency Amount
Administration City of Ontario Housing Services $ 358,598 Fair Housing Inland Fair Housing and Mediation Board $ 27,000 Housing Mediation Inland Fair Housing and Mediation Board $ 15,000 Senior Services Inland Fair Housing and Mediation Board $ 10,000 Family Stabilization at Sova Program Center Inland Valley Hope Partners $ 20,000 Community Improvement Team (CIT) City of Ontario Community Improvement $ 100,000 KEYS Home Rehabilitation Loan Program City of Ontario Housing Services $ 250,000 Services for Battered Women and Children House of Ruth $ 20,000 Rubber-Polymer Modified Slurry Seal (RPMSS)
Project
Downtown Storefront Façade Improvement
Program
City of Ontario Engineering

City of Ontario Economic Development

$ 1,485,318
$ 125,000
City-Wide Storefront Façade Improvement
Program City of Ontario Economic Development $ 125,000 SYMBA Ontario Wellness Center Program SYMBA $ 176,949
TOTAL $ 2,712,865

RECOMMENDED HOME FUNDING
Proposed Programs Implementing Agency Amount
Tenant Based Rental Assistance Program City of Ontario Community, Life, and Culture $ 491,320 Community Housing Development Organizations
(CHDOs) Housing Program CHDOs $ 98,263
Administration City of Ontario Community, Life, and Culture $ 65,509 TOTAL $ 655,092

RECOMMENDED ESG FUNDING
Proposed Programs Implementing Agency Amount
Administration City of Ontario Community, Life, and Culture $ 12,128 Emergency Rent Protection Program City of Ontario Community, Life, and Culture $ 123,584 Family Stabilization at Sova Program Center Inland Valley Hope Partners $ 26,000 TOTAL $ 161,712

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Department: Financial Services
Prepared By: Jennifer Schaefer
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Doreen Nunes
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 15
SUBJECT:

RESOLUTIONS AUTHORIZING THE ISSUANCE OF LEASE REVENUE BONDS, SERIES 2026C (FEDERALLY TAXABLE) AND 2026D (TAX-EXEMPT) AND RELATED MATTERS

CITY OF ONTARIO
Agenda Report
May
5, 2026
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council and the Ontario Public Financing Authority hold public hearing and the take the following actions:

A
.

The City Council consider and adopt a Resolution authorizing the execution and delivery of a Ground Lease, Lease Agreement, Indenture, Bond Purchase Agreement, and Continuing Disclosure Certiﬁcate in connection with the issuance and sale of the Lease Revenue Bonds by the Ontario Public Financing Authority in an aggregate principal amount of not to exceed $330 million and authorizing the distribution of an Oﬃcial Statement in connection with the oﬀering and sale of the Bonds and authorizing the execution and delivery of necessary documents in connection therewith.

B
.

The Ontario Public Financing Authority consider and adopt a Resolution authorizing the execution and delivery of a Ground Lease, Lease Agreement, Indenture, Bond Purchase Agreement, and Assignment Agreement in connection with the issuance and sale of its Lease Revenue Bonds in an aggregate principal amount of not to exceed $330 million and authorizing the distribution of an Oﬃcial Statement in connection with the oﬀering and sale of the Bonds and authorizing the execution and delivery of necessary documents in connection therewith.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The Ontario Public Financing Authority and the City of Ontario intend to execute a lease agreement for the purpose of causing the issuance of the Lease Revenue Bonds, Series 2026C and 2026D (2026 Bonds). The 2026 Bonds are being issued to ﬁnance certain capital improvements.

Based on current market conditions, and assuming a partial taxable and tax-exempt bo nd issuance
to fund $330 million in net proceeds, annual debt service payments are estimated at approximately 408
$21.04 million per y
ear over a 30-year period with a not-to-exceed interest rate of 5.5%. The ﬁnal true interest cost will be determined when the bonds are priced and sold, which is anticipated to occur in June 2026. The estimated issuance costs will be paid from the proceeds of the new bond issue and have been included in the calculation of the debt service. Future appropriations for the 2026 Bonds annual debt service payment will be included in future annual budgets presented to City Council for approval.

BACKGROUND & ANALYSIS:

The City is undertaking a series of significant public infrastructure projects designed to enhance public amenities and support regional growth. These projects include the Ontario Sports Empire, Ontario Grand Park, and the Toyota Arena, among others. For Fiscal Years 2025-26 through 2029-30, plus outer years, the City has approved approximately $2.88 billion in capital improvements. The Authority is a Joint Powers Authority which was formed to ﬁnance the acquisition and construction of public capital improvements and facilitate buildout of the City's infrastructure plan.

The City has requested that the Authority issue its Lease Revenue Bonds for the purpose of ﬁnancing certain City capital improvements for the 2025-26 and 2026-27 ﬁscal years, including, but not limited to, projects related to the Ontario Sports Empire.

The 2026 Bonds will be payable and secured from base rental payments made by the City pursuant to the lease agreement with respect to the lease of the Professional Baseball Stadium (the "ONT Field") and the associated Stadium Parking Structure, the new Fire Station No. 1 and the Civic Center Parking Structure.

The proposed 2026 Bonds are estimated to be issued in the principal amount of approximately $330 million with a ﬁnal maturity of March 1, 2056. Based on market conditions as of April 27, 2026, and assuming a partial taxable and tax-exempt sale, and the City's current "AA-" Standard & Poor's and Fitch ratings, the 2026 Bonds are expected to have average annual debt service payments of approximately $21.04 million and a not-to-exceed interest rate of 5.5%. The ﬁnal interest cost and debt service payments will be determined when the 2026 Bonds are priced, which is currently expected to occur in June 2026. Staﬀ will work closely with the ﬁnancing team to evaluate various structuring alternatives, including graduated payment schedules that shift higher installments toward the latter portion of the term to align with the timing of projected revenues.

As required under Section 5852.1 of the California Government Code, good faith estimates as provided by the Municipal Advisor and Underwriter are provided as an attachment to the authorizing Resolutions.

FINANCING PLAN:

Presented to the City Council and the Authority are Resolutions which approve the execution of a Ground Lease, Lease Agreement, Indenture, Bond Purchase Agreement, Assignment Agreement, Continuing Disclosure Certiﬁcate, and Preliminary Oﬃcial Statement related to the 2026 Bonds. The proposed 2026 Bonds are to be secured by lease payments from the City's General Fund.

To provide services necessary for the issuance of bonds, Staﬀ seeks City Council authority for the City Manager to negotiate and execute agreements with: Stradling Yocca Carlson & Rauth, LLP, to act as Bond Counsel; Best Best & Krieger LLP to act as Disclosure Counsel; Urban Futures, Inc., to act as Municipal Advisor; Ramirez & Co., Inc., to act as Underwriter; and Zions Bancorporation, N.A., to act as Trustee. The costs for such services will be paid for and from the bond proceeds. 409
RESOLUTION NO. _____

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

CALIFORNIA, AUTHORIZING THE EXEC UTION AND DELIVERY O F A

GROUND LEASE, LEASE AGREEMENT, INDENTURE , BOND

PURCHASE CONTRACT AN D CONTINUING DISCLOS URE

CERTIFICATE IN CONNE CTION WITH THE ISSUA NCE OF ONTARIO

PUBLIC FINANCING AUT HORITY LEASE REVENUE BONDS,

APPROVING THE ISSUAN CE OF SUCH BONDS IN ONE OR MORE

SERIES IN AN AGGREGATE PRIN CIPAL AMOUNT OF NOT TO
EXCEED $330,000,000, AUTHORIZING THE DIST RIBUTION OF AN

OFFICIAL STATEMENT I N CONNECTION WITH TH E OFFERING AND

SALE OF SUCH BONDS A ND AUTHORIZING THE E XECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS.

WHEREAS, the City of Ontario, California (the “City”), is a general law city organized and existing under the laws of the State of California; and

WHEREAS, the City desires to finance the costs of the acquisition and/or installation of various capital improvements (the “Project”); and

WHEREAS, the Ontario Public Financing Authority (the “Authority”) and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Ontario Public Financing Authority Le ase Revenue Bonds , Series 2026C (Federally Taxable )” (the “ 2026C Bonds”) and the “Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt)” (the “ 2026D Bonds” and together with the 2026C Bonds, the “Bonds”) for the purposes of financing the Project; and

WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property consisting of the Professional Baseball Stadium (the “ ONT Field ”) and the associated Stadium Parking Structure, Fire Station No. 1, the Civic Center Parking Structure, and certain other City-owned properties as identified in the Lease Agreement (defined herein) (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base R ental Payments (as such term is defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among Zions Bancorporation, National Association (the “Trustee”), the City and the Authority (the “Indenture”); and

WHEREAS, the City and the Authority desire to undertake a negotiated sale of the Bonds to Samuel A. Ramirez & Co., Inc ., as the underwriter of the Bonds (the “Underwriter”) pursuant to a purchase contract by and among the City, the Authority and the Underwriter (the “Bond Purchase Contract”); and
410

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 Bonds, the Underwriter thereof must have r easonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain events on an ongoing basis; and

WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); and

WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared; and

WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); and

WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and

WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project from the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 303 East B Street, Ontario, California 91764 on the date of this Resolution; and

WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Inland Valley Daily Bulletin, a newspaper of general circulation in the City; and

WHEREAS, the City Council has been presented with the form of each document that is referred to herein relating to the financing contemplated hereby, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and

WHEREAS, all acts, conditions and things required by the laws of the State of California to exist , to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

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

SECTION 1. Each of the above recitals is true and correct and the City Council so finds . Following a duly noticed and conducted public hearing, the City Council hereby finds and determines that there are significant public benefits to the citizens of t he City through the use of the Act to assist the City with respect to the subject matter hereof through the approval of the issuance of the Bonds and otherwise 411

hereunder within the meaning of Section 6586(a) -(d), inclusive, of the Act, in that the issuance of the Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.

SECTION 2. The forms of the Ground Lease and the Lease Agreement on file with the City Clerk are hereby approved, and the Mayor, the City Manager, the Executive Director of Finance and the City Clerk (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Ground Lease and the Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Lease and the Lease Agreement shall terminate no later than March 1, 2057 (provided that such term may be extended as p rovided therein) and that the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.50%.

SECTION 3. The form of Indenture on file with the City Clerk is hereby approved, and the Authorized Officers are each hereby a uthorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof ; provided, however, that the aggregate principal amount of the Bonds shall not exceed $330,000,000.

SECTION 4. The issuance of not to exceed $ 330,000,000 aggregate principal amount of the Bonds in one or more series of taxable or tax -exempt bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.

SECTION 5. The form of Bond Purchase Contract on file with the City Clerk is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Contract in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the Underwriter ’s discount shall not exceed 0.45% of the principal amount of the Bonds.

SECTION 6. The form of Preliminary Official Statement on file with the City Clerk, 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 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date within the meaning of Rule 15c2 -12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2 -12). The Authorized Officers are each hereby a uthorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement.
412

SECTION 7. The preparation and delivery of an Official Statement, and its use in connection with th e offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.

SECTION 8. The form of Continuing Disclosure Certificate on file with the City Clerk is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be con clusively evidenced to the execution and delivery thereof.

SECTION 9. The Authorized Officers are each hereby authorized to evaluate whether the purchase of municipal bond insurance and/or a debt service reserve policy for the Bonds will result in a net savings with respect to the Bonds and, if so, to arrange for the purchase of such municipal bond insurance and/or debt service reserve policy.

The Authorized Officers are each hereby authorized to solicit bids from municipal bond insurers, to select an insurer to pro vide municipal bond insurance with respect to the Bonds and/or a debt service reserve policy, if applicable, and to execute and negotiate any agreements that are necessary in connection with the procurement of such municipal bond insurance and/or debt serv ice reserve policy, provided that such municipal bond insurance policy and/or insurance debt service reserve policy provides debt service savings or other benefits to the proposed transaction, as determined by the Authorized Officers. The City’s execution of an insurance commitment shall be conclusive evidence of such determination. Each of the above -referenced officers is hereby authorized to direct Bond Counsel and/or the City Attorney to make any necessary revisions to the legal documents to effectuate the procurement of municipal bond insurance and/or a debt service reserve fund policy.

SECTION 10. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consu mmate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased A ssets identified in the Ground Lease and the Lease Agreement, and taking any and all actions, and executing and delivering any and all documents, in order to clear any title exceptions to the Leased Assets, including but not limited to entering into any su bordination and non -disturbance agreement with any tenants of the Leased Assets. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

413

SECTION 11. The good faith estimates of costs related to the Bonds which are required by Section 5852.1 of the California Government Code are disclosed in Exhibit A hereto and are available to the public at the meeting at which this Resolution is approved.

SECTION 12. 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 a s may be permitted under Section 16.5 of the California Government Code using DocuSign.

SECTION 13. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture unless the context otherwise clearly requires.

SECTION 14. This Resolution shall take effect from and after the date of its passage and adoption.

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

PASSED, APPROVED AND ADOPTED this 5th day of May 2026.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO LEGAL FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

414

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. 2026 - was duly passed and adopted by the City Council of the City of Ontario at thei r regular meeting held May 5, 2026 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. 2026 - duly passed and adopted by the Ontario City Council at their regular meeting held May 5, 2026.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

415

A-1

EXHIBIT A

GOOD FAITH ESTIMATES

The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures Incorporated (the City’s “Municipal Advisor”) in consultation with Samuel A. Ramirez & Co., Inc., the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market condi tions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $317,615,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.93%.

Finance Charge of the Bonds . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sol d, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $2,154,268.

Amount of Proceeds to be Received . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such esti mate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $330,000,000.

Total Payment Amount . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its goo d faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to t he final maturity of the Bonds, is $631,209,693.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds r eceived therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such 416

A-2
estimates; (b) the actual principal am ount of Bonds sold being different from the Estimated Principal Amount; (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the B onds being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the City’s financing plan, delays in the financing, additional legal work or a combination of such factors and additional finance c harges, if any, attributable thereto. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors.

The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City. 417
RESOLUTION NO. _____

A RESOLUTION OF THE ONTARIO PUBLIC FINANCING AUTHORITY

OF THE CITY OF ONTARIO, CALIFORNIA, AUTHORIZING THE

EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND

LEASE, LEASE AGREEMENT, INDENTURE, BOND PURCHASE

CONTRACT AND ASSIGNMENT AGREEMENT IN CONNECTION WITH

THE ISSUANCE OF ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS, AUTHORIZING TH E ISSUANCE OF SUCH

BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $ 330,000,000, AUTHORIZING THE

DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH

THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES
AND RELATED ACTIONS.

WHEREAS, the City of Ontario (the “City”) and the Ontario Public Financing Authority (the “Authority”) desire to finance the costs of the acquisition and/or installation of various capital improvements (the “Project”); and

WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery by the Authority of the “Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable)” (the “2026C Bonds”) and the “Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt)” (the “2026D Bonds” and together with the 2026C Bonds, the “Bonds”) for the purposes of financing the Project; and

WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property consisting of the Professional Baseball Stadium (the “ ONT Field ”) and the associated Stadium Parking Structure, Fire Station No. 1, the Civic Center Parking Structure, and certain other City-owned properties as identified in t he Lease Agreement (defined herein) (the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will sublease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as such term is defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among Zions Bancorporation, National Association (the “Trustee”), the City and the Authority (the “Indenture”); and

WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; and

418

WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared; and

WHEREAS, t he Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); and

WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and

WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document that is referred to herein, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and

WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Ontario Public Financing Authority as follows:

SECTION 1. Each of the above recitals is true and correct and the Board of Directors so finds. The Board of Directors has determined and hereby finds that the Authority’s assistance in financing the Project by the execution and delivery of the Bonds will result in significant public benefits within the meaning of Section 6586(a) -(d), inclusive, of the Act.
419

SECTION 2. The f orms of the Lease Agreement and the Ground Lease on file with the Secretary of the Authority are hereby approved, and the Chair, Vice Chair, Executive Director, Treasurer and Secretary (the “Authorized Officers”), are each hereby authorized and directed, f or and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than March 1, 2057 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.50%.

SECTION 3. The form of Indenture on file with the Secretary of the Authority is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof ; provided, however, that the aggregate principal amount of the Bonds shall not exceed $330,000,000.

SECTION 5. The form of Bond Purchase Contract on file with the Secretary of the Authority is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Contract in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery t hereof; provided, however, that the Underwriter ’s discount shall not exceed

0.45% of the principal amount of the Bonds.

SECTION 6. The form of Assignment Agreement on file with the Secretary of the Authority is hereby approved, and the Authorized Officers are each h ereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 7. The form of Preliminary Official Statement on file with the Secretary of the Authority, 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 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized 420

to certif y on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and relat ed information as permitted by Rule 15c2 -12). The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement.

SECTION 8. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority.

SECTION 9. The Authorized Officers are each hereby authorized to evaluate whether the purchase of mu nicipal bond insurance and/or a debt service reserve policy for the Bonds will result in a net savings with respect to the Bonds and, if so, to arrange for the purchase of such municipal bond insurance and/or debt service reserve policy.

The Authorized Officers are each hereby authorized to solicit bids from municipal bond insurers, to select an insurer to provide municipal bond insurance with respect to the Bonds and/or a debt service reserve policy, if applicable, and to execute and negotiate any agreeme nts that are necessary in connection with the procurement of such municipal bond insurance and/or debt service reserve policy, provided that such municipal bond insurance policy and/or insurance debt service reserve policy provides debt service savings or other benefits to the proposed transaction, as determined by the Authorized Officers. The Authority’s execution of an insurance commitment shall be conclusive evidence of such determination. Each of the above -referenced officers is hereby authorized to d irect Bond Counsel and/or the Authority’s General Counsel to make any necessary revisions to the legal documents to effectuate the procurement of municipal bond insurance and/or a debt service reserve fund policy.

SECTION 10. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to , adding property to, substituting property for or removing property from the Leased Assets identified in the Ground Lease and the Lease Agreement, and taking any and all actions, and executing and delivering any and all documents, in order to clear any title exceptions to the Leased Assets, including but not limited to entering into any subordination and non -disturbance agreement with any tenants of the Leased Assets. All actions heretofore taken by the offic ers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

421

SECTION 11. The good faith estimates of costs related to the Bonds which are required by Section 5852.1 of the California Government Code a re disclosed in Exhibit A hereto and are available to the public at the meeting at which this Resolution is approved.

SECTION 12. The Board hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with e lectronic 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 13. Unless otherwise defined herein, all terms th at are used herein and not otherwise defined shall have the meanings given to such terms in the Indenture unless the context otherwise clearly requires.

SECTION 14. This Resolution shall take effect from and after the date of its passage and adoption.

The Secretary of the Ontario Public Financing Authority shall certify as to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED this 5th day of May 2026.

_______________________________
PAUL S. LEON, CHAIR

ATTEST:

_______________________________

SHEILA MAUTZ, SECRETARY

APPROVED AS TO LEGAL FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

422

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, Secretary of the Ontario Public Financing Authority, DO HEREBY CERTIFY that the foregoing Resolution No. OPFA - was duly passed and adopted by the Board Members of the Ontario Public Financing Authority at their regular meeting held May 5, 2026, by the following roll call vote, to wit:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

______________________________________

SHEILA MAUTZ, AUTHORITY SECRETARY

(SEAL)

The foregoing is the original of Resolution No. OPFA duly passed and adopted by the Ontario Public Financing Authority at their regular meeting held May 5, 2026.

_____________________________________

SHEILA MAUTZ, AUTHORITY SECRETARY

(SEAL)

423

A-1

EXHIBIT A

GOOD FAITH ESTIMATES

The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Governm ent Code Section 5852.1. Such good faith estimates have been provided to the Authority by Urban Futures Incorporated (the Authority’s “Municipal Advisor”) in consultation with Samuel A. Ramirez & Co., Inc., the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $ 317,615,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.93%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the fina nce charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $2,154,268.

Amount of Proceeds to be Received . The Municipal Advisor has informed the Authority that, assuming that the Es timated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $330,000,000.

Total Payment Amount . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $631,209,693.

The foregoing estimates constitute good faith estimates only. The ac tual principal amount of the 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 424

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of the sale of the Bonds being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount; (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alteratio ns in the Authority’s financing plan, delays in the financing, additional legal work or a combination of such factors and additional finance charges, if any, attributable thereto. The actual date of sale of the Bonds and the actual principal amount of Bon ds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortizatio n of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.

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RECORDING REQUESTED BY:

Ontario Public Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian P. Forbath, Esq.

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

GROUND LEASE AGREEMENT
by and between

CITY OF ONTARIO
and

ONTARIO PUBLIC FINANCING AUTHORITY
Dated as of _______ 1, 2026
Relating to
$____________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026C (FEDERALLY TAXABLE)

and
$____________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026D (TAX-EXEMPT)
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GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of _______ 1, 2026, is by and between the CITY OF ONTARIO (the “ City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the ONTARIO PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, as lessee.

RECITALS
A. The City and the Authority desire to finance a portion of the costs of the acquisition, construction and/or installation of various public improvements (collectively, the “Project”).

B. In order to finance the Project, the City will lease certain real property and the improvements located thereon (the “ Property”) to the Authority pursuant to this Ground Lease, and the City will sublease the Property back from the Authority pursuant to that certain Lease Agreement, dated as of the date hereof (the “Lease Agreement”).

C. The Property is more particularly described in Exhibit A hereto.

D. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the base rental payments (the “ Base Rental Payments”) to be made by the City under the Lease Agreement.

E. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to that certain Indenture, dated as of the date hereof (the “Indenture”), by and among the Authority, the City and Zions Bancorporation, National Association, as trustee (the “Trustee”).

F. All rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to that certain Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”).

G. All acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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ARTICLE I

DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in Article I of the Lease Agreement shall have the same meaning in this Ground Lease.

ARTICLE II

LEASE OF THE PROPERTY; RENTAL
Section 2.01 Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.

Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged.

ARTICLE III

QUIET ENJOYMENT
The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Ground Lease , to: (a) take possession of the Property; (b) if it deems it appropriate, cause an appraisal of the Property and a study of the then reasonable use thereof to be undertaken; and (c) relet the Property. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

ARTICLE IV

SPECIAL COVENANTS AND PROVISIONS
Section 4.01 Waste. The Authority agrees that at all times that it is in possession of the Property, it will not commit, suffer or permit any waste on the Property, and that it will not willfully or knowingly use or permit the use of the Property for any illegal purpose or act.

Section 4.02 Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby 428
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leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.

Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.

All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a public corporation, and the Authority hereby releases each and every member, officer and employee of the City of and from any personal or individual liability under this Ground Lease. No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the Authority or to any other party whomsoever for anything done or omitted to be done by the City hereunder.

Section 4.04 Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Property.

Section 4.05 Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.

Section 4.06 Representations of the City. The City represents and warrants to the Authority and the Trustee as follows:
(a) the City has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution of this Ground Lease;
(b) except for Permitted Encumbrances, the Property is not subject to any dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the Property for governmental purposes as contemplated by the City;
(c) all taxes, assessments or impositions of any kind with respect to the Property, except current taxes, have been paid in full; and
(d) the Property is necessary to the City in order for the City to perform its governmental functions.

Section 4.07 Representations of the Authority. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease. 429
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ARTICLE V

ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing . This Ground Lease may be sold or assigned and the Property subleased, as a whole or in part, by the Authority without the necessity of obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The Authority shall, within thirty (30) days after such an assignment, sale or sublease, furnish or cause to be furnished to the City a true and correct copy of such assignment, sale or sublease, as the case may be.

Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted Encumbrances, it will not mortgage, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.

ARTICLE VI

TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease Agreement and shall remain in full force and effect from such date to and including March 1, 20__, upon which date it shall terminate, unless such term is extended or sooner terminated as hereinafter provided.

Section 6.02 Extension; Early Termination. If, on March 1, 20__, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended more than ten years. If, prior to March 1, 20__, all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 7.02 Severability. In the event that any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.03 Amendments, Changes and Modifications. This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.
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Section 7.04 Assignment to Trustee . The Authority and City acknowledge that the Authority has assigned its right, title and interest in and to this Ground Lease (but none of its obligations and none of its rights to provide consents or approvals hereunder) to the Trustee pursuant to certain provisions of the Assignment Agreement. The City consents to such assignment.

Section 7.05 Execution In Counterparts . This Ground Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.06 Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 7.07 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
ATTEST:

Sheila Mautz
City Clerk

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Scott Ochoa
Executive Director
ATTEST:

Sheila Mautz
Secretary
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the Ontario Public Financing Authority, a joint exercise of powers agency duly organized and existing under and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Ontario Public Financing Authority, pursuant to authority conferred by resolutions of the Board of Directors adopted on _______, 2026, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _______ 1, 2026 ONTARIO PUBLIC FINANCING AUTHORITY By:

Scott Ochoa
Executive Director

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

DESCRIPTION OF THE PROPERTY
• Professional Baseball Stadium (the “ONT Field”) and associated Stadium Parking Structure • Fire Station No. 1
• Civic Center Parking Structure
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LEASE AGREEMENT
by and between

CITY OF ONTARIO
and

ONTARIO PUBLIC FINANCING AUTHORITY
Dated as of ________ 1, 2026
Relating to

$__________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026C (FEDERALLY TAXABLE)

and
$__________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026D (TAX-EXEMPT)

437

TABLE OF CONTENTS
Page
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions ................................................................................................................. 2

ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property ....................................................................................................... 4 Section 2.02 Term; Occupancy ....................................................................................................... 4

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments ................................................................................................ 4 Section 3.02 Additional Rental Payments ...................................................................................... 5 Section 3.03 Fair Rental Value ....................................................................................................... 5 Section 3.04 Payment Provisions .................................................................................................... 6 Section 3.05 Appropriations Covenant ........................................................................................... 6 Section 3.06 Rental Abatement ...................................................................................................... 6

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities .......................................................................................... 7 Section 4.02 Additions to Property ................................................................................................. 7 Section 4.03 Installation of City’s Equipment ................................................................................ 7

ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ............................................................................................ 8 Section 5.02 Title Insurance ........................................................................................................... 9 Section 5.03 Additional Insurance Provision; Form of Policies ..................................................... 9 Section 5.04 Self-Insurance ............................................................................................................ 9

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies ............................................................................................ 10 Section 6.02 Waiver ...................................................................................................................... 13

ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain ...................................................................................................... 13 Section 7.02 Prepayment .............................................................................................................. 13 438

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ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry .......................................................................................................... 14 Section 8.02 Liens......................................................................................................................... 14 Section 8.03 Quiet Enjoyment ...................................................................................................... 14 Section 8.04 Authority Not Liable ................................................................................................ 15 Section 8.05 Assignment and Subleasing ..................................................................................... 15 Section 8.06 Title to Property ....................................................................................................... 16 Section 8.07 Authority’s Purpose ................................................................................................. 16 Section 8.08 Representations of the City ...................................................................................... 16 Section 8.09 Representation of the Authority ............................................................................... 16

ARTICLE IX
NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR

RELEASE
Section 9.01 No Consequential Damages ..................................................................................... 16 Section 9.02 Use of the Property .................................................................................................. 16 Section 9.03 Substitution or Release of, or Addition to, the Property .......................................... 17

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing ........................................................................................................ 17 Section 10.02 Notices ..................................................................................................................... 17 Section 10.03 Validity and Severability ......................................................................................... 18 Section 10.04 Net-Net-Net Lease ................................................................................................... 18 Section 10.05 Taxes ........................................................................................................................ 18 Section 10.06 Section Headings ..................................................................................................... 19 Section 10.07 Amendments ............................................................................................................ 19 Section 10.08 Assignment .............................................................................................................. 20 Section 10.09 Execution ................................................................................................................. 20

Signatures ............................................................................................................................... S-1

EXHIBIT A DESCRIPTION OF THE PROPERTY .................................................................... A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE ............................................................. B-1

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LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of ________ 1, 2026, is by and between the CITY OF ONTARIO (the “ City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the ONTARIO PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.

RECITALS
A. The City and the Authority desire to finance a portion of the costs of the acquisition, construction and/or installation of various public improvements (collectively, the “Project”).

C. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the base rental payments (the “ Base Rental Payments”) to be made by the City under this Lease Agreement.

D. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to that certain Indenture, dated as of the date hereof (the “Indenture”), by and among the Authority, the City and Zions Bancorporation, National Association, as trustee (the “Trustee”).

E. All rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to that certain Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”), by and between the Authority and the Trustee.

F. All acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 440

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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms that are not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Additional Bonds” means bonds other than the Series 2026 Bonds issued under the Indenture in accordance with the provisions thereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Authority” means the Ontario Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date” means the fifth (5th) Business Day next preceding each Interest Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule ” means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B. “Bonds” means the Series 2026 Bonds and any Additional Bonds. “City” means the City of Ontario, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Delivery Date” means _________, 2026.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof.
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of June 1, 2013, by and between the City and the Ontario Housing Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Lease Agreement” means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. 441

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“Net Insurance Proceeds” means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof. “Permitted Encumbrances” means, with respect to the Property, as of any particular time:
(a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid; (b) the Assignment Agreement; (c) this Lease Agreement; (d) the Ground Lease; (e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City; (f) easements, rights of way, mineral rights, drilling rights and other rights (including but not limited to rights in cellular telephone network infrastructure on the Property), reservations, covenants, conditions or restrictions which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing; and (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which the City certifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing.
“Property” means the real property described in Exhibit A hereto and the improvements located thereon.
“Rental Payments ” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period ” means the twelve-month period commencing on March 2 of each year during the term of the Lease Agreement; provided that the first Rental Period shall be the period from the Delivery Date through March 1, 2027.
“Series 2026 Bonds ” means , collectively, the Series 2026C Bonds and the Series 2026D Bonds.
“Series 2026C Bonds” means the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable) issued under the Indenture. “Series 2026D Bonds” means the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt) issued under the Indenture.
“Termination Date ” means March 1, 20___, unless extended or sooner terminated as provided in Section 2.02 hereof.
“Trustee” means the trustee appointed under the Indenture and referred to therein as the Trustee.
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ARTICLE II

LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property.
(a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property, and all rights appurtenant thereto, including but not limited to, rights of access, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances. (b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not effect or result in a merger of the City’s leasehold estate pursuant to this Lease Agreement and the City’s fee estate as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof. The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on the Termination Date, unless such term is extended or sooner terminated as hereinafter provided. The Termination Date may be amended or extended in connection with the issuance of Additional Bonds. If, on the Termination Date , the Bonds shall not be fully paid or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable or shall have been abated at any time and for any reason, then the term of this Lease Agreement shall be extended until the date upon which: (a) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture; or (b) the Indenture shall be discharged by its terms. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended more than ten years beyond such Termination Date, such extended date being the “Maximum Lease Term .” If, prior to the Termination Date, all Bonds shall be fully paid or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, and the term of this Lease Agreement shall end simultaneously therewith.

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof), the amounts at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right 443

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to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.

The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments; provided, however, that the Rental Payments payable in any Rental Period subsequent to such extension shall not exceed the annual fair rental value of the Property.

Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein;
(b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or this Lease Agreement or to defend the Authority and its members, officers, agents and employees;
(c) insurance premiums for all insurance required pursuant to Article V hereof; (d) any amounts with respect to this Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; and (e) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.

Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Section 3.03 Fair Rental Value . The parties hereto have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses 444

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and purposes that may be served by the Property and the benefits therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period.

Section 3.04 Payment Provisions . Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in Los Angeles, California, or such other place or entity as the Authority or Trustee shall designate. Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date on which such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid at the rate equal to the highest rate of interest on any of the Outstanding Bonds. Notwithstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refunded at the time of such determination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund.

Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.06 Rental Abatement. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Lease Agreement by virtue of any such interference, and th is Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy are restored ; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond the Maximum Lease Term. 445

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Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts.

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities . Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.

Section 4.02 Additions to Property. Subject to Section 8.02 hereof, the City and any sublessee shall, at its own expense, have the right to make additions, modifications and improvements to the Property. To the extent that the removal of such additions, modifications or improvements would not cause material damage to the Property so as to cause an abatement of Lease Agreements, pursuant to Section 3.06 hereof, such additions, modifications and improvements shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. Such additions, modifications and improvements shall not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Property immediately prior to the making of such additions, modifications and improvements.

Section 4.03 Installation of City’s Equipment. The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property. 446

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ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City, provided that such self-insurance complies with the provisions of Section 5.04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid. (b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations under this subsection may be satisfied by self-insurance, provided that such self-insurance complies with the provisions of Section 5.04 hereof. (c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improvements or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this subsection may be satisfied by self- insurance, provided that such self-insurance complies with the provisions of Section 5.04 hereof. (d) The City shall maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (c) of this Section in an amount sufficient at all times to pay an amount not less than the 447

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product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. The City shall not be permitted to self-insure its obligation under this subsection. (e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant, to be adequate for the purposes hereof.

Section 5.02 Title Insurance . The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Bonds. Such policy or policies shall insure: (a) the fee interest of the City in the Property; (b) the Authority’s ground leasehold estate in the Property under the Ground Lease; and (c) the City’s leasehold estate hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be deposited with the Trustee and applied as provided in Section 5.04 of the Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture or this Lease Agreement or required thereby or hereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owners.

Section 5.03 Additional Insurance Provision; Form of Policies . The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof .

All such policies shall provide that the Trustee shall be given 30 days’ notice of the expiration thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee.

The City shall cause to be delivered to the Trustee on or before September 10 each year, commencing September 10, 2027, a Certificate of the City stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Certificate of the City as to the City’s compliance with this Article.

The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.

Section 5.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self-insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self-insurance program and any self-insured retentions maintained by the City shall be approved in writing by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City); (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self-insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City) and any deficiencies in any self-insured claims reserve fund shall be remedied in accordance with the recommendation of a professionally certified risk manager or such independent insurance consultant, as applicable; and 448

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(c) in the event that the self -insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.
(a) (i) If the City shall fail to: (A) pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement; or (B) keep, observe or perform any other material term, covenant or condition contained herein or in the Indenture to be kept or performed by the City; or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(A) or (ii) of the preceding sentence, unless the City shall have failed, for a period of thirty ( 30) days or such additional time as is reasonably required, to correct any such default after notice by the Authority to the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re -entry or re-letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re -enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re -entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re -entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice. 449

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(2) Without terminating this Lease Agreement: (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property; or (y) to exercise any and all rights of entry and re -entry upon the Property. In the event that the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re -let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re -let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re -entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re -enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney- in-fact of the City to re -let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re -let the Property in the event of such re -entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re -letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re -letting immediately upon notice to the City of the completion and installation of such additions or alterations.

The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re -entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property.
(b) If: (i) the City’s interest in this Lease Agreement or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for; or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of 450

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the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors; or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder. (c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authority and its assignee by th is Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.

Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re -let” or “re-letting” as used in this Section shall include, but not be limited to, re -letting by means of the operation by the Authority of the Property.

If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.

In the event that the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.

Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments. (d) Notwithstanding anything to the contrary contained in this Lease Agreement, the termination of this Lease Agreement by the Authority and its assignees on account of a default by the City under this Section shall not effect or result in a termination of the Ground Lease. 451

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Section 6.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.

ARTICLE VII

EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain . If all of the Property (or portions thereof such that the remainder is not usable for public purposes by the City) shall be taken under the power of eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less than all of the Property shall be taken under the power of eminent domain and the remainder is usable for public purposes by the City at the time of such taking, then this Lease Agreement shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Rental Payments in accordance with the provisions of Section 3.06 hereof. So long as any Bonds shall be Outstanding, any award made in eminent domain proceedings for the taking of the Property, or any portion thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in subsection (a) of Section 4.01 of the Indenture, in the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued and in Section 5.03 of the Indenture. Any such award made after all of the Bonds, and all other amounts due under the Indenture and hereunder, have been fully paid, shall be paid to the Authority and to the City as their respective interests may appear.

Section 7.02 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2026C Bonds which are payable after March 1, 20__ from any source of available funds, on March 1, 20__ or any date thereafter by paying: (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments; and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (b) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2026D Bonds which are payable after March 1, 20__ from any source of available funds, on March 1, 20__ or any date thereafter by paying: (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments; and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (c) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2026 Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section , and to prepay such Base Rental Payments on 452

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such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
(d) If less than all of the Base Rental Payments attributable to the Series 202 6 Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated by the City and transmitted to the Trustee
in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments. (e) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this Section and, if applicable, such corresponding provisions, and payment of all other amounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated. (f) Prepayments of Base Rental Payments attributable to the Series 202 6 Bonds made pursuant to this Section shall be applied to the redemption of Series 20 26 Bonds as directed by the City and as provided in Section 4.01 of the Indenture.

ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this Lease Agreement, and for all other lawful purposes.

Section 8.02 Liens. In the event that the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics ’, materialmen’s or other lien against the Property or the Authority’s interest therein, and will cause each such lien to be fully discharged and released at the time that the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 8.03 Quiet Enjoyment. The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the 453

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term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.

Section 8.04 Authority Not Liable . The Authority and its directors, officers, agents and employees shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from: (a) any condition of the Property and the adjoining sidewalks and passageways; (b) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement; (c) any act or negligence of licensees in connection with their use, occupancy or operation of the Property; or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.

Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) no such sublease by the City shall cause the Property to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California;
(d) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement, including the right to re-enter and re-let the Property or terminate this Lease Agreement upon a default by the City; and 454

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(e) the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Series 2026D Bonds to be included in gross income for federal income tax purposes.

Notwithstanding the foregoing, the Authority’s consent and the Opinion of Counsel described in subsection (e) above shall not be required if the sublease, use agreement or license is cancellable by the City upon 55 days or less notice to the sublessee, licensee or user.

Section 8.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Sections 6.01 and 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City. Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

Section 8.07 Authority’s Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 8.08 Representations of the City. The City represents and warrants to the Authority that: (a) the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement and the Indenture; and (b) the Property will be used in the performance of essential governmental functions.

Section 8.09 Representation of the Authority. The Authority represents and warrants to the City that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Assignment Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Assignment Agreement and the Indenture.

ARTICLE IX

NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City’s use of the Property.

Section 9.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement. 455

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Section 9.03 Substitution or Release of , or Addition to, the Property. The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement or to add additional property to the encumbrance of this Lease Agreement . All costs and expenses incurred in connection with such substitution, release or addition shall be borne by the City. Notwithstanding any substitution or release of, or addition to, Property pursuant to this subsection, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution, release or addition. Any such substitution or release of any portion of the Property, or addition to the Property, shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution, release or addition:
(a) The City shall have delivered a certificate to the Trustee setting forth its findings that the Property, as constituted after such substitution, release or addition: (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period; and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds; (b) With respect to any substituted or added property, the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering the Property, will be in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in Section 5.02 hereof; and
(c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the San Bernardino County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted or added real property in the description of the Property contained herein and in the Ground Lease.

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing. THIS LEASE AGREEMENT SHALL BE GOVERNED

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

Section 10.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications 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 City: City of Ontario
303 East B Street
Ontario, CA 91764
Attention: City Manager
456

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If to the Authority: Ontario Public Financing Authority c/o City of Ontario
303 East B Street
Ontario, CA 91764
Attention: Executive Director
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 personally served or delivered, upon delivery; (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment; (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; (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier; or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.03 Validity and Severability . If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 10.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 10.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.

The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee. 457

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Section 10.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 10.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture, provided that no such amendment shall: (i) extend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Owner of each Bond so affected; or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease. (b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or thereto which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners;
(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Section 9.03 hereof; (v) to provide for the issuance of Additional Bonds in accordance with Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners. 458

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Section 10.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement. To the extent that this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 10.09 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.
459

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4901-4408-8733v3/022249-0064
IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF ONTARIO
By:

City Manager
ATTEST:

City Clerk

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

460

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4901-4408-8733v3/022249-0064

EXHIBIT A

DESCRIPTION OF THE PROPERTY
• Professional Baseball Stadium (the “ONT Field”) and associated Stadium Parking Structure • Fire Station No. 1
• Civic Center Parking Structure

461

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EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
Series 2026C Base Rental Payments Series 2026D Base Rental Payments Annual Combined Base Rental Payments Interest
Payment
Date*
Principal
Component
Interest
Component
Series 2026C
Base Rental
Principal
Component
Interest
Component
Series 2026D
Base Rental

* Base Rental Deposit Date is 5 Business Days prior to Interest Payment Date. 462

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4901-4408-8733v3/022249-0064

Total $ $ $ $ $ $ $

463
Stradling Yocca Carlson & Rauth
Draft 4/28/26

4922-5795-2413/022249-0064

INDENTURE
by and among

ONTARIO PUBLIC FINANCING AUTHORITY
and

CITY OF ONTARIO
and

ZIONS BANCORPORATION, NATIONAL ASSOCIATION,
as Trustee
Dated as of _________ 1, 2026
Relating to
$____________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026C (FEDERALLY TAXABLE)

and
$____________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026D (TAX-EXEMPT)

464

TABLE OF CONTENTS

Page
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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ................................................................................................................. 2 Section 1.02 Equal Security .......................................................................................................... 10

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................ 11 Section 2.02 Terms of Series 2026 Bonds .................................................................................... 11 Section 2.03 Form of Series 2026 Bonds ..................................................................................... 12 Section 2.04 Transfer and Exchange of Bonds ............................................................................. 12 Section 2.05 Registration Books ................................................................................................... 13 Section 2.06 Execution of Bonds .................................................................................................. 13 Section 2.07 Authentication of Bonds .......................................................................................... 13 Section 2.08 Temporary Bonds .................................................................................................... 13 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 14 Section 2.10 Book-Entry Bonds ................................................................................................... 14

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2026 Bonds ................................................................................ 16 Section 3.02 Application of Proceeds of the Series 2026 Bonds .................................................. 16 Section 3.03 Costs of Issuance Fund ............................................................................................ 16 Section 3.04 Project Fund ............................................................................................................. 17 Section 3.05 Conditions for the Issuance of Additional Bonds .................................................... 17 Section 3.06 Procedure for the Issuance of Additional Bonds ..................................................... 18 Section 3.07 Additional Bonds ..................................................................................................... 19

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2026 Bonds ........................................................................... 19 Section 4.02 Notice of Redemption .............................................................................................. 21 Section 4.03 Selection of Bonds for Redemption ......................................................................... 22 Section 4.04 Partial Redemption of Bonds ................................................................................... 22 Section 4.05 Effect of Notice of Redemption ............................................................................... 22

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations ..................................................................................... 22 Section 5.02 Flow of Funds .......................................................................................................... 23 Section 5.03 Application of Net Insurance Proceeds.................................................................... 24 Section 5.04 Title Insurance ......................................................................................................... 25 Section 5.05 Rebate Fund ............................................................................................................. 25 Section 5.06 Investment of Moneys ............................................................................................. 27 465

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ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements .................................................................................. 28 Section 6.02 Compliance with Ground Lease and Lease Agreement ........................................... 28 Section 6.03 Observance of Laws and Regulations ...................................................................... 28 Section 6.04 Other Liens .............................................................................................................. 28 Section 6.05 Prosecution and Defense of Suits ............................................................................ 29 Section 6.06 Accounting Records and Statements ....................................................................... 29 Section 6.07 Recordation and Filing ............................................................................................. 29 Section 6.08 Tax Covenants ......................................................................................................... 29 Section 6.09 Continuing Disclosure ............................................................................................. 29 Section 6.10 Further Assurances .................................................................................................. 30

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ..................................................................................................... 30 Section 7.02 Other Remedies of the Trustee ................................................................................ 30 Section 7.03 Non-Waiver ............................................................................................................. 31 Section 7.04 Remedies Not Exclusive .......................................................................................... 31 Section 7.05 No Liability by the Authority to the Owners ........................................................... 31 Section 7.06 No Liability by the City to the Owners .................................................................... 31 Section 7.07 No Liability of the Trustee to the Owners ............................................................... 31 Section 7.08 Application of Amounts After Default .................................................................... 32 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ................................... 32 Section 7.10 Limitation on Suits ................................................................................................... 32

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ...................................................................................... 33 Section 8.02 Duties, Removal and Resignation of the Trustee..................................................... 33 Section 8.03 Compensation of the Trustee ................................................................................... 34 Section 8.04 Protection of the Trustee .......................................................................................... 34

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted ............................................................. 37 Section 9.02 Effect of Supplemental Indenture ............................................................................ 38 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ................................................ 38 Section 9.04 Amendment of Particular Bonds .............................................................................. 39

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ............................................................................................. 39 Section 10.02 Bonds Deemed To Have Been Paid ......................................................................... 39 Section 10.03 Payment of Bonds After Discharge of Indenture ..................................................... 40 466

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ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties .................................................................. 40 Section 11.02 Successor Deemed Included in all References to Predecessor ................................ 40 Section 11.03 Execution of Documents by Owners ....................................................................... 41 Section 11.04 Waiver of Personal Liability .................................................................................... 41 Section 11.05 Destruction of Bonds ............................................................................................... 41 Section 11.06 Funds and Accounts ................................................................................................. 41 Section 11.07 Article and Section Headings Gender and References ............................................ 41 Section 11.08 Partial Invalidity ...................................................................................................... 42 Section 11.09 Disqualified Bonds .................................................................................................. 42 Section 11.10 Money Held for Particular Bonds ............................................................................ 42 Section 11.11 Payment on Non-Business Days .............................................................................. 42 Section 11.12 California Law ......................................................................................................... 43 Section 11.13 Notices ..................................................................................................................... 43 Section 11.14 Notice to Rating Agencies ....................................................................................... 43 Section 11.15 Execution in Counterparts ....................................................................................... 43

Signatures ................................................................................................................................... S-1

EXHIBIT A FORM OF SERIES 2026 BOND ............................................................................. A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION ......................................................... B-1

467

1 4922-5795-2413/022249-0064

INDENTURE
THIS INDENTURE (this “ Indenture”), executed and entered into as of _________ 1, 2026, is by and among the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF ONTARIO, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “ City”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”).

RECITALS
A. The City and the Authority desire to finance a portion of the costs of the acquisition, construction and/or installation of various public improvements (collectively, the “Project”).

B. In order to finance the Project, the City will lease certain real property and the improvements located thereon (the “ Property”) to the Authority pursuant to that certain Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to that certain Lease Agreement, dated as of the date hereof (the “Lease Agreement”).

D. All rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to that certain Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee.

E. The Authority and the City desire to provide for the issuance by the Authority of the Ontario Public Financing Authority Lease Revenue Bonds , Series 2026C (Federally Taxable) (the “Series 2026C Bonds”) and Series 2026D Bonds (Tax-Exempt) (the “Series 2026D Bonds” and together with the Series 2026C Bonds, the “Series 2026 Bonds”), in the aggregate principal amount of $_________, in order to finance the Project.

F. The Series 202 6 Bonds will be payable equally and ratably from the Base Rental Payments.

G. The Authority and the City desire to provide for the issuance of additional bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2026 Bonds (the Series 202 6 Bonds and any such Additional Bonds being collectively referred to as the “Bonds”).

H. 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 Authority and the City have authorized the execution and delivery of this Indenture. 468

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I. The Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized.

NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Act” means the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Bonds” means Bonds other than the Series 2026 Bonds issued hereunder in accordance with the provisions of Sections 3.06 and 3.07 hereof. “Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee.
“Authority” means the Ontario Public Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative ” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Commissioners of the Authority to act on behalf of the Authority under or with respect to this Indenture.
“Authorized City Representative” means the Mayor of the City, the Mayor Pro Tem of the City, the City Manager of the City, the Executive Director of Finance of the City or the City Clerk, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture.
“Authorized Denominations” means $5,000 or any integral multiple thereof. 469

3 4922-5795-2413/022249-0064
“Base Rental Payment Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Base Rental Payments ” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Bonds” means the Series 2026 Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not: (a) a Saturday, Sunday or legal holiday; (b) a day on which banking institutions in the State of California, 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. Unless specifically referenced in this Indenture as a “Business Day,” all references to “day” or “days” shall be to calendar days. “Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Ontario, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means _______, 2026.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City in connection with the issuance of the Series 2026 Bonds , as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Costs of Issuance ” means all of the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel in connection with the issuance and delivery of the Bonds, the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City. “Costs of Issuance Fund” means the fund by that name established in accordance with Section 3.03 hereof.
“DTC” means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. 470

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“Federal Securities” means: (a) non-callable direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America, provided that such securities are eligible for defeasance under the then-existing criteria of S&P. “Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services ” means the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date ” means March 1 and September 1 of each year, commencing on September 1, 2026.
“Lease Agreement ” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Net Insurance Proceeds Fund ” means the fund by that name established in accordance with Section 5.03 hereof.
“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 Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
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“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) 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 Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in DTC’s book- entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California (provided that the Trustee shall be entitled to rely upon any investment directions from the City and Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California):
(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 (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury Obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
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-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(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)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide 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 mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits or other similar bank deposit products, and bankers’ acceptances (having maturities of not more than 180 days) of any bank, including the Trustee and its affiliates, the short -term obligations of which are rated “A-1+” or better by S&P and “P-1” or better by Moody’s.
(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated “A-1+” by S&P and “Prime-1” by Moody’s at the time of purchase. (7) Money market funds rated “AAm” or “AAm -G” or better by S&P and “Aa2” or better by Moody’s, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the 473

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Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that: (i) the Trustee or an affiliate of the Trustee receives and retains a fee for services extended to the fund; (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds; and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (8) State Obligations
(a) Direct general obligations of any state of the United States 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 “A2” by Moody’s and “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 described in (a) above and rated “A-1+” by S&P and “Prime-1” by Moody’s. (c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa2” or better by Moody’s.
(9) Local Agency Investment Fund.
(10) Any investment agreements or similar instruments , including but not limited to, guaranteed investment contracts, repurchase agreements and forward delivery agreements, which constitute unconditional obligations of the investment agreement provider and provide for repayment of principal at par (other than upon an early termination); provided that at the time of execution and delivery of the investment agreement, the investment agreement provider will have ratings, or is guaranteed by an entity that has ratings, on its long-term debt obligations (or financial strength/ claims paying ability) in one of the three highest rating categories by S&P or Fitch. (11) Pre-refunded municipal obligations rated “AAA” 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 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”); 474

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(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; and
(f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

Collateral Levels For United States Treasury Obligations Remaining Maturity
Frequency of
Valuation
1 year
or less
5 years
or less
10 years
or less
15 years
or less
30 years
or less
Daily 102 105 106 108 114
Weekly 103 111 112 114 120
Monthly 105 117 120 125 133
Quarterly 107 120 130 133 140

Further Requirements: (a) On each valuation date, the City, or the custodian who shall confirm to the City and the Trustee, shall value the market value (exclusive of accrued interest) of the collateral, which market value will be an amount equal to the requisite collateral percentage times the principal amount of the investment (including unpaid accrued interest thereon) that is being secured; (b) in the event the collateral level is below its collateral percentage on a valuation date, such percentage shall be restored within the following restoration periods: one Business Day for daily valuations, two Business Days for weekly and monthly valuations, and one month for quarterly valuations (the use of different restoration periods affect the requisite collateral percentage); (c) the City or the Trustee (acting at the direction of the City) shall terminate the repurchase agreement or the investment agreement, as the case may be, upon a failure to maintain the requisite collateral percentage after the restoration period and, if not paid by the counterparty in federal funds against transfer of the collateral, liquidate the collateral.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Project” means the acquisition, construction and/or installation of the Series 2026 Project and such other capital facilities that may be financed from proceeds of Additional Bonds as set forth in a Supplemental Indenture.
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“Project Fund” means the fund by that name established in accordance with Section 3.04 hereof.
“Rebate Fund” means the fund by that name established in accordance with Section 5.05 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date ” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“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 hereof. “Rental Payments ” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period ” means the period from the Closing Date through March 1, 2027 and, thereafter, the twelve -month period commencing on March 2 of each year during the term of the Lease Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book-Entry Bonds, in which the Authority makes certain representations with respect to issues of its securities for deposit by DTC or such successor depository.
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories” means The Depository Trust Company; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Series” means the Series 2026C Bonds and the Series 2026D Bonds executed, authenticated and delivered on the Closing Date and identified pursuant to this Indenture and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds. “Series 2026 Bonds ” means collectively, the Series 2026C Bonds and the Series 2026D Bonds.
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“Series 2026C Bonds” means the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable) issued hereunder.
“Series 2026D Bonds” means the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt) issued hereunder.
“Series 202 6 Project” means the acquisition, construction and/or installation of capital improvements of the City including but not limited to onsite and offsite improvements to The Ontario Sports Empire and other capital improvements identified in the City’s Capital Improvement Plan. “Supplemental Indenture ” means any supplemental indenture amendatory of or supplemental to 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 Authority and the City at the time of issuance of the Series 2026D Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Trustee” means Zions Bancorporation, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority” and “ Written Request of the Authority” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority 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. “Written Certificate of the City” and “ Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City 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 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 Authority, the City, 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 which 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 Authority or the City 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.
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ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds . The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of financing the Project. 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.

Section 2.02 Terms of Series 2026 Bonds.
(a) The Series 2026C Bonds shall be designated the “Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable) .” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds.
(b) The Series 2026D Bonds shall be designated the “Ontario Financing Authority Lease Revenue Bonds, Series 2026D Bonds (Tax-Exempt).” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds.
(c) The Series 2026C Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2026C Bond shall have more than one maturity date. The Series 2026C Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $____________, shall mature on March 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:

Maturity Date
(March 1)
Principal
Amount Interest Rate

T Term Bond.

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(d) The Series 2026D Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2026D Bond shall have more than one maturity date. The Series 2026D Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $____________, shall mature on March 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:

Maturity Date
(March 1)
Principal
Amount Interest Rate

T Term Bond.

(e) Interest on the Series 2026 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless: (i) a Series 2026 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date; (ii) a Series 2026 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof; or (iii) interest on any Series 2026 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 been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2026 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a), i nterest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 202 6 Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. (f) The principal and premium, if any, of the Series 202 6 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. (g) The Series 2026 Bonds shall be subject to redemption as provided in Article IV.

Section 2.03 Form of Series 2026 Bonds. The Series 2026 Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds . Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to 479

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the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

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 2.05 Registration Books. The Trustee will 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 City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the facsimile signature of an Authorized Officer of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.07 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 A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf 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 2.08 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 Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticat ed by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a 480

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Series it will 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 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.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series 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 in accordance with the order of, the Authority. 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 satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series 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 Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. 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 Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.

Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority 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 shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2026 Bonds shall initially be issued as Book-Entry Bonds.

Except as provided in subsection (c) of this Section, the registered Owner of all of the Book - Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by O wners of Book-Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the 481

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contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book -Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book- Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book- Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) In the event that: (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds; or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the 482

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Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

ARTICLE III

ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2026 Bonds. The Authority may, at any time, execute the Series 2026 Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 202 6 Bonds and deliver the Series 202 6 Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

Section 3.02 Application of Proceeds of the Series 2026 Bonds. (a) On the Closing Date, the proceeds of the sale of the Series 2026C Bonds received by the Trustee, $_________ (being the principal amount of $____________, [plus/less] [net] original issue [premium/discount] of $___________ and less an underwriter’s discount of $__________), shall be deposited by the Trustee as follows:
(i) The Trustee shall deposit the amount of $_______ in the Costs of Issuance Fund, and
(ii) The Trustee shall deposit the amount of $_________ to the 2026C Account of the Project Fund.
(b) On the Closing Date, the proceeds of the sale of the Series 2026D Bonds received by the Trustee, $_________ (being the principal amount of $____________, [plus/less] [net] original issue [premium/discount] of $___________ and less an underwriter’s discount of $__________), shall be deposited by the Trustee as follows:
(i) The Trustee shall deposit the amount of $________ in the Costs of Issuance Fund, and
(ii) The Trustee shall deposit the amount of $_________ to the 2026D Account of the Project Fund.

Section 3.03 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund” . On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount s specified in Section 3.02 hereof. There shall additionally be deposited in the Costs 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.

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 Authority stating: (a) the Person to whom payment is to be made; (b) the amount to be paid, together with payment instructions; (c) the purpose for which the obligation was incurred; (d) that such payment is a proper charge against the Costs of Issuance Fund; and (e) that such amounts have not been the 483

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subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is six months after the Closing Date, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Fund, and the Costs of Issuance Fund shall be closed.

Section 3.04 Project Fund . The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.” Within the Project Fund, the Trustee shall establish a “2026C Account” and a “2026D Account”. On the Closing Date, there shall be deposited in the 2026C Account and the 2026D Account of the Project Fund the amounts specified in Section 3.02 hereof. There shall be additionally deposited in the Project 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.

The moneys in the Project Fund or the accounts therein shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit B. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amounts in the Project Fund are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Project Fund not needed for Project Fund purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section

5.02 hereof, or (b) to the City for use on eligible capital facilities or for any other lawful use of such moneys in compliance with this Indenture and the Tax Certificate , and the Project Fund shall be closed.

Investment earnings on amounts on deposit in the Project Fund shall remain on deposit in the Project Fund (and the accounts therein) for application in accordance with this Section.

Section 3.05 Conditions for the Issuance of Additional Bonds . The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2026 Bonds) payable from Base Rental Payments 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) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(1) The application of the proceeds of the sale of such Additional Bonds; (2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds; (3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that: (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on March 1 of each year in which principal falls due, and the term 484

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Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on March 1; (ii) the Additional Bonds shall be payable as to interest semiannually on March 1 and September 1 of each year, except that the first installment of interest may be payable on either March 1 and September 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on March 1 and September 1 ; and (i ii) 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;
(4) The redemption premiums and terms, if any, for such Additional Bonds;
(5) The form of such Additional Bonds;
(6) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
(c) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and
(d) The Ground Lease and the Lease Agreement shall have been amended, to the extent necessary, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City); and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds.

Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, 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 Authority 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) Certified copies of the Supplemental Indenture authorizing the issuance of such Additional Bonds, the amendment to the Lease Agreement required by Section 3.05 hereof and the amendment to the Ground Lease, if any, required by Section 3.05 hereof, together with 485

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satisfactory evidence that such amendment to the Lease Agreement and such amendment to the Ground Lease, if any, have been duly recorded;
(b) A Written Request of the Authority as to the delivery of such Additional Bonds;
(c) An opinion of Bond Counsel substantially to the effect that: (i) the Indenture (including all Supplemental Indentures), the Lease Agreement (including the amendment thereto required by Section 3.05 hereof) and the Ground Lease (including any amendment thereto required by Section 3.05 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California); and (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Base Rental Payments as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California);
(d) a Written Certificate of the Authority that the requirements of Section 3.05 hereof have been met;
(e) a Written Certificate of the City that the requirements of Section 3.05 hereof and Sections 5.01 and 5.02 of the Lease Agreement have been met, and a Written Certificate of the City that the annual fair rental value of the Property is at least equal to the total Base Rental Payments, after giving effect to the issuance of the Additional Bonds, and to the use of proceeds received therefrom, including any capitalized interest; and (f) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.

Section 3.07 Additional Bonds. So long as any of the Bonds remain Outstanding, the Authority shall not issue any Additional Bonds or obligations payable from the Base Rental Payments, except pursuant to Sections 3.05 and 3.06 hereof.

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2026 Bonds.
(a) Extraordinary Redemption. The Series 2026 Bonds shall be subject to redemption, in whole or in part, on any date as directed by the City in a written request provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, from and to the extent of any Net Insurance Proceeds or proceeds of condemnation received with respect to all or a portion of 486

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the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, at a Redemption Price equal to the principal amount of the Series 202 6 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. (b) Optional Redemption. The Series 2026C Bonds maturing on or after March 1, 20__, shall be subject to optional redemption, in whole or in part, on March 1, 20__ or any date thereafter, as directed by the City in a written request provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026C Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Series 2026D Bonds maturing on or after March 1, 20__, shall be subject to optional redemption, in whole or in part, on March 1 , 20__ or any date thereafter, as directed by the City in a written request provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026D Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Mandatory Sinking Fund Redemption.
(i) The Series 2026C Bonds with stated maturities on March 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each March 1 on and after March 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(March 1)
Principal
Amount

* Final Maturity.

The Series 2026D Bonds with stated maturities on March 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each March 1 on and after March 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
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Redemption Date
(March 1)
Principal
Amount

* Final Maturity.

If, during the Fiscal Year immediately preceding one of the redemption dates specified above, the Authority purchases Series 2026 Bonds, at least 45 days prior to the redemption date, the Authority shall notify the Trustee as to the principal amount purchased and the amount of Series 2026 Bonds so purchased shall be credited at the time of purchase, to the extent of the full principal amount thereof, to reduce such upcoming mandatory sinking fund redemption payment for the Series 2026 Bonds so purchased. All Series 2026 Bonds purchased pursuant to this subsection shall be cancelled pursuant to Section 11.09.

In the event of a redemption pursuant to Section 4.01(a) or (b) or in the event of the purchase of Series 2026 Bonds, the City shall provide the Trustee with a revised mandatory sinking fund schedule giving effect to the redemption so completed.

Section 4.02 Notice of Redemption . The Trustee on behalf and at the expense of the Authority 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, to the Securities Depositories and to one or more Information Services, at least 20 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, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, 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. Such notice may state that such redemption is conditioned upon sufficient funds being on deposit on the redemption date to redeem the Bonds so called for redemption. Such notice of redemption may also state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds. Neither the failure to receive any notice so given, 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 optional redemption of the Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional 488

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redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

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 Authority; (b) with respect to any redemption pursuant to Section 4.01(a) hereof and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable; and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

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

Section 4.05 Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds 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.

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 given 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.

All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V

SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund are hereby pledged to secure the payment of the principal of, premium, if any, and interest on 489

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the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets.

All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no taxing power.

Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund,” the “Redemption Fund” (and within the Redemption Fund a “ 2026C Account” and a “ 2026D Account”), and the “Net Insurance Proceeds Fund.”
All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority with the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds:
(i) Interest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. (ii) Principal Fund. On the Business Day immediately preceding each March 1, commencing March 1, 2027, the Trustee shall transfer from the Base Rental Payment Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such March 1 either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Sections 5.03 or 5.04 hereof. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Series 2026 Bonds redeemed pursuant to the provisions of subsections (a) and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding 490

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provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued; provided, however, that moneys deposited in the Redemption Fund may also be used to purchase Outstanding Series 2026 Bonds or Additional Bonds in the manner hereinafter provided. Purchases of Outstanding Series 202 6 Bonds or Additional Bonds may be made by the Authority at public or private sale as and when and at such prices as the Authority may in its discretion determine, but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption or an extraordinary redemption, the premium applicable at the next following call date according to the premium schedule established pursuant to Sections 4.01(a) or (b), as applicable, or in the case of Additional Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Series 2026 Bonds or Additional Bonds may be paid from the amount reserved in the Interest Fund.

Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self -insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in the Net Insurance Proceeds Fund and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Each such Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the Net Insurance Proceeds Fund.

In the event of any damage to or destruction of the Property caused by one of the perils covered by the insurance required by Section 5.01(c) of the Lease Agreement which would result in an abatement of rental payments or any portion thereof pursuant to Section 3.06 thereof, then the City shall apply the Net Insurance Proceeds, together with other legally available funds that the City elects to contribute, to the repair, reconstruction or replacement of the damaged or destroyed portions of the Property; provided, however, that the City shall not be required to repair or replace any portion of the Property pursuant to this Section 5.03 if such Net Insurance Proceeds, together with any other amounts held under this Indenture and any other legally available funds made available by the City at its election, are sufficient to prepay: (i) all of the Outstanding Bonds; or (ii) a portion of the Outstanding Bonds such that the resulting Base Rental Payments under Section 4.01(a) in any Rental Period following such partial prepayment are sufficient to pay in such Rental Period the principal of and interest on all Bonds to remain Outstanding immediately after such partial redemption. If the 491

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City is not required to replace or repair the Property, or the affected portion thereof, or to use such amounts to redeem Bonds, in each case as set forth in this Section 5.03, then such proceeds shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.04 Title Insurance . Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, such proceeds shall be remitted to the City upon written direction from the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, as directed in writing by the City.

Section 5.05 Rebate Fund.
(a) Establishment. The Trustee shall establish a fund for the Series 2026D Bonds designated the “Rebate Fund” when required in accordance herewith. Absent an Opinion of Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2026D Bonds will not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate.

All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the Series 2026D Bonds shall be governed by this Section and the Tax Certificate, unless and to the extent that the Authority delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2026D Bonds will not be adversely affected if such requirements are not satisfied. Notwithsta nding anything to the contrary contained herein or in the Tax Certificate, the Trustee: (1) shall be deemed conclusively to have complied with the provisions thereof if it follows all Written Requests of the Authority or Written Requests of the City; (2) shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate and shall not be deemed to have knowledge of the terms thereof; (3) may rely conclusively on the Authority’s or the City’s cal culations and determinations and 492

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certifications relating to rebate matters; and (4) shall have no responsibility to independently make any calculations or determinations or to review the Authority’s or the City’s calculations or determinations thereunder.
(i) Computation. Within 55 days of the end of every fifth Bond Year (as such term is defined in the Tax Certificate), the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148- 3 of the Treasury Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “ 1½% Penalty”) has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Treasury Regulations (the “ Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of every fifth Bond Year, upon the Written Request of the Authority or Written Request of the City, an amount shall be deposited to the Rebate Fund by the Trustee from any Rental Payments legally available for such purpose (as specified by the Authority or the City in the aforesaid Written Request), if and to the extent required so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon Written Request of the Authority or Written Request of the City, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Base Rental Payment Fund.
(iii) Payment to the Treasury . The Trustee shall pay, as directed by Written Request of the Authority, to the United States Treasury, out of amounts in the Rebate Fund:
(1) Not later than 60 days after the end of: (X) the fifth Bond Year; and (Y) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (2) Not later than 60 days after the payment of all of the Series 2026D Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations.

In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this subsection (a) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038- T (prepared by the Authority), or shall be made in such other manner as provided under the Code. 493

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(b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Series 2026D Bonds and the payments described in subsection (a) above being made may be withdrawn by the Authority and utilized in any manner by the Authority.
(c) Survival of Defeasance . Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance or payment in full of the Series 2026D Bonds.

Section 5.06 Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority.

Moneys in all funds and accounts held by the Trustee 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 such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested.

Subject to the provisions of Section 5.06 hereof, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained in such fund or account.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value thereof, such valuation to be performed not less frequently than semiannually on or before each Interest Payment Date. In determining fair market value, the Trustee may use and rely conclusively on any generally recognized securities pricing service available to it (including brokers and dealers in securities).

The Trustee may act as principal or agent in the making or disposing of any investment.

Upon the Written Request of the Authority, 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 fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.
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The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.

Section 6.02 Compliance with Ground Lease and Lease Agreement. The Authority and the City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.

Section 6.03 Observance of Laws and Regulations . The Authority, the City and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

Section 6.04 Other Liens. The City will keep the Property and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform such agreements and covenants.

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien on the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof. 495

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The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, the Indenture and the Assignment Agreement.

Section 6.05 Prosecution and Defense of Suits. The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owners may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.06 Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Base Rental Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions.

Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Lease Agreement, the Ground Lease and the Assignment Agreement, or memoranda thereof.

Section 6.08 Tax Covenants.
(a) Neither the Authority nor the City will 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 any tax-exempt Series 2026D Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority and the City will comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein, t his covenant shall survive payment in full or defeasance of the Series 2026D Bonds. (b) In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Trustee in any of the funds or accounts established hereunder, the Authority shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the Authority shall provide to the Trustee an Opinion of 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 2026D 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 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal 496

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amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 6.10 Further Assurances. Whenever and so often as requested to do so by the Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Ground Lease or the Lease Agreement, and to preserve the priority of the pledge of the Rental Payments under applicable law.

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VI of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee shall give notice, as assignee of the Authority, of an event of default under the Lease Agreement to the City. In each and every case during the continuance of an event of default, the Trustee may and, at the direction of the Owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, and upon being indemnified to its reasonable satisfaction therefor, shall, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof.

Section 7.02 Other Remedies of the Trustee. Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust. 497

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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.

Notwithstanding any provision of this Indenture to the contrary, no event of default hereunder or under the Lease Agreement by the Authority or the City shall result in the acceleration of debt service on the Bonds hereunder.

Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.

If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then subject to any adverse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.04 Remedies Not Exclusive . Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.06 No Liability by the City to the Owners . Except for the payment when due of the Base Rental Payments and the performance of the other agreements and covenants required to be performed by it contained in the Lease Agreement, the Ground Lease or herein, the City shall not have any obligation or liability to the Owners with respect to the Indenture or the preparation, execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.07 No Liability of the Trustee to the Owners . Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by 498

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the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.

Section 7.08 Application of Amounts After Default. All payments received by the Trustee with respect to the rental of the Property after a default by the City pursuant to Article VI of the Lease Agreement (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Ground Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VI of the Lease Agreement, shall be deposited into the Base Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and
(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable.

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds . All rights of action and claims under this Indenture or the Bonds 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 proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners in respect of which such judgment has been recovered.

Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless: (a) such Owner shall have previously given written notice to the Trustee of a continuing event of default; (b) the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder; (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings; and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Owners of a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other 499

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Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners.

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee . The Authority hereby appoints and employs the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering this Indenture, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an event of default has occurred and is continuing, the Trustee shall 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 man would exercise or use under the circumstances in the conduct of his own affairs. The Trustee hereby covenants and agrees that it will not encumber the Property.

Section 8.02 Duties, Removal and Resignation of the Trustee . The Authority may, by an instrument in writing, 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 at any time: (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing); or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be a banking corporation or association or trust company having (or if such banking corporation or association or trust company is a member of a bank holding company, its bank holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least $[50,000,000] and subject to supervision or examination by federal or state authorities. If such banking corporation or association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Authority does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. 500

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Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.03 Compensation of the Trustee . The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City.

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder.

Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers 501

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vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property.

Whenever in the administration of its rights and obligations hereunder 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 City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.

The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto.

The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, negligence or breach of an obligation hereunder.

The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof.

The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided that the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.
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The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.

All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the City or Authority of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means. (“Electronic Means ” shall mean the following communications methods: e -mail, 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). The Authority and the City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“ Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority or City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. 503

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The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

In acting or omitting to act pursuant to the Lease Agreement or Ground Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Lease Agreement, including, but not limited to, this Article VIII.

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding. No such modification or amendment shall: (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected; or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment; or (iii) permit the creation of any lien on the Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Base Rental Payments and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.
(b) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (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;
(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 hereof; 504

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(iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(v) to modify, amend or supplement this Indenture in such manner as 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 Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder. (c) Promptly after the execution by the Authority, the City 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 Authority), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds 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. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without its prior written consent.
(e) In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion addressed and delivered to the Trustee stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture and that the execution and delivery thereof will not in and of itself adversely affect the exclusion from federal gross income tax of interest on the Series 2026D Bonds.

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 Authority, the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.03 Endorsement of Bonds; Preparation of New Bonds . Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at th e 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 Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then 505

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Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.

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

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture . If the Authority 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 of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority and the City 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 City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, terminate become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, 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 Owners of the Bonds 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 the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.

Section 10.02 Bonds Deemed To Have Been Paid . If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall, prior to 506

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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 hereof if: (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to give , on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof; (b) there shall have been deposited with the Trustee either: (i) money in an amount which shall be sufficient; or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money noted in previous subsection (i), if any deposited with the Trustee at the same time, shall, as verified by an independent certified public accountant, be sufficient to pay when due the interest to become due on such Bonds 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 Bonds; and (c) in the event that such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owners of such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such Bonds, are 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 Bonds.

Section 10.03 Payment of Bonds After Discharge of Indenture . Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties . Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee and the Owners.

Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. 507

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Section 11.03 Execution of Documents by Owners . Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.

Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.

Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.06 Funds and Accounts. Any fund or account required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such funds and accounts shall at a ll times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.

The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.07 Article and Section Headings Gender and References . The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other genders. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meanin g, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections 508

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or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.

Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law.

The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.09 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request, direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which 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 Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority and the City shall specify in a Written Certificate of the City and Authority those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such Certificate.

Section 11.10 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 Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.11 Payment on Non-Business Days. In the event that any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day. 509

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Section 11.12 California Law . This Indenture shall be construed and governed in accordance with the laws of the State of California.

Section 11.13 Notices. All written notices to be given hereunder shall be given by mail 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 City: City of Ontario
303 East B Street
Ontario, California 91764
Attention: City Manager
If to the Authority: Ontario Public Financing Authority c/o City of Ontario
303 East B Street
Ontario, California 91764
Attention: Executive Director
If to the Trustee: Zions Bancorporation, National Association 707 Wilshire Blvd., Ste. 5000
Los Angeles, California 90017
Attention: Corporate Trust Department
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 personally served or delivered, upon delivery; (b) if given by Electronic Means upon the sender’s receipt of an appropriate answer back or other written acknowledgment; (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; (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier; or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 11.14 Notice to Rating Agencies. The Trustee shall provide S&P, if the Bonds are then rated by S&P, and Moody’s, if the Bonds are then rated by Moody’s, with prompt notice of any substitution or release of property pursuant to Section 9.03 of the Lease Agreement.

Section 11.15 Execution in Counterparts . This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF , the Authority and the City have caused this Indenture to be signed in their respective names by their 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.

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

CITY OF ONTARIO
By:

City Manager
ATTEST:

City Clerk
[SIGNATURES CONTINUED ON NEXT PAGE.]

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[SIGNATURE PAGE CONTINUED.]

ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer
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EXHIBIT A
FORM OF SERIES 2026 BOND
No. ____ $___________

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.

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026[C][D] BONDS [(FEDERALLY TAXABLE)] [(TAX-EXEMPT)]

INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% March 1, 20____ _______, 2026 ____________

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _________________________ DOLLARS
The Ontario Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) or amounts in certain funds and accounts held under the Indenture (as hereinafter defined), 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 September 1, 2026 (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to August 15, 2026, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is 513

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payable by wire or check of Zions Bancorporation, National Association, as trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date. “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 Authority and the City of Ontario (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of the Project (as defined in the Indenture), and is one of the series of bonds designated “Ontario Public Financing Authority Lease Revenue Bonds, Series 2026[C][D ] [(Federally Taxable)] [(Tax-Exempt)] ” (the “Series 2026[C][D ] Bonds”) in the aggregate principal amount of $[________][________]. The Series 2026[C][D ] Bonds are issued pursuant to that certain Indenture, dated as of _________ 1, 2026 (the “Indenture”), by and among the Authority, the City and the Trustee, and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Concurrently with the issuance of the Series 2026[C][D ] Bonds, the Authority will issue the Ontario Financing Authority Lease Revenue Bonds, Series 2026[D ][C] [(Tax- Exempt)] [(Federally Taxable)]” (the “Series 2026[D ][C] Bonds” and together with the Series 2026[C][ D] Bonds, the “Series 2026 Bonds”) pursuant to the terms of the Indenture. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on a parity with the lien securing the Series 202 6 Bonds. The Series 2026 Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.

Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of _________ 1, 2026 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged 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. Said pledge constitutes a first lien on such assets.

The Series 2026 Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).

The Series 2026 Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any n et insurance proceeds received with respect to all or a portion of the property leased under the Lease Agreement, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof, deposited by the Trustee in 514

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the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2026 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Series 2026[C][D ] Bonds maturing on or after March 1 , 20__, shall be subject to optional redemption, in whole or in part, on March 1 , 20__ or any date thereafter, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. [The Series 2026C Bonds with stated maturities on March 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each March 1 on and after March 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(March 1)
Principal
Amount

* Final Maturity.]
[The Series 2026D Bonds with stated maturities on March 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each March 1 on and after March 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(March 1)
Principal
Amount

* Final Maturity.]
If, during the Fiscal Year immediately preceding one of the redemption dates specified above, the Authority purchases Series 2026 Bonds, at least 45 days prior to the redemption date, the Authority will notify the Trustee as to the principal amount purchased and the amount of Series 202 6 Bonds so purchased shall be credited at the time of purchase, to the extent of the full principal amount thereof, to reduce such upcoming mandatory sinking fund redemption payment for the Series 2026 Bonds so purchased. All Series 2026 Bonds purchased pursuant to the Indenture will be cancelled.
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The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Series 2026 Bonds designated for redemption, at their respective addresses appearing on the Registration Books, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2026 Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 202 6 Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2026 Bonds, interest on such Series 2026 Bonds will cease to accrue and become payable.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2026 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 202 6 Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 202 6 Bond or Series 2026 Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall: (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected; or (b) reduce the percentage of Bonds the consent of the owners of which is required to effect any such amendment or modification; or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the owners of all Bonds then outstanding.

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

All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.
516

A-5
4922-5795-2413/022249-0064
It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Joint Exercise of Powers Agreement, and the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit under any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

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

IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary, all as of the Dated Date identified above.

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Executive Director
Attest:

Secretary

517

A-6
4922-5795-2413/022249-0064
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2026[C][D ] Bonds described in the within-mentioned Indenture and registered on the Registration Books.

Date: _________, 2026 ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Signatory

518

A-7
4922-5795-2413/022249-0064
[FORM OF LEGAL OPINION]

The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.

Secretary of the Ontario Public Financing Authority

519

A-8
4922-5795-2413/022249-0064
[FORM OF 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(s) must be guaranteed by an eligible
guarantor.

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.

520

B-1
4922-5795-2413/022249-0064

EXHIBIT B

FORM OF PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR

DISBURSEMENT FROM PROJECT FUND

The undersigned hereby states and certifies:
(i) that he/she is the duly appointed, qualified and acting _________ of the City of Ontario, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.04 of that certain Indenture, dated as of _________ 1, 2026 (the “Indenture”), by and among the Ontario Public Financing Authority (the “Authority”), the City and Zions Bancorporation, National Association, as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 2026C (Federally Taxable) and Series 2026D (Tax- Exempt) the undersigned hereby requests the Trustee to disburse this date the following amounts from the 2026 [C][D] Account of the Project Fund established under the Indenture, to the payees designated on the attached Exhibit 1;
(iii) that each obligation mentioned herein has been incurred by the City and is a proper charge against the 2026[C][D] Account of the Project Fund; and (iv) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit 1, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture.

Dated: ______________ CITY OF ONTARIO

By:

Its:

521

B-2
4922-5795-2413/022249-0064
EXHIBIT 1

PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount

522
1 $___________

ONTARIO PUBLIC FINANCING

AUTHORITY
LEASE REVENUE BONDS, SERIES 2026C
(FEDERALLY TAXABLE)
$___________

ONTARIO PUBLIC FINANCING

AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)

BOND PURCHASE AGREEMENT

[BPA Date]

Ontario Public Financing Authority
303 East B Street
Ontario, California 91764

City of Ontario
303 East B Street
Ontario, California 91764
Ladies and Gentlemen:

The undersigned Samuel A. Ramirez & Co., Inc. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with Exhibit A, is referred to as this “Purchase Agreement”) with the Ontario Public Financing Authority (the “Authority”) and the City of Ontario (the “City”), which, upon the acceptance by the Authority and the City, will be binding upon the parties hereto. By execution of this Purchase Agreement, the Authority, the City and the Underwriter acknowledge the terms hereof and recognize that they will be bound by certain of the provisions hereof, and to the extent binding thereupon, acknowledge and agree to such terms. This offer is made subject to acceptance by the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., Pacific time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered t o the Authority and the City from the Underwriter at any time prior to the acceptance hereof by the Authority and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture (defined herein).

The City and Authority acknowledge and agree that: (i) the purchase and sale of the Bonds (defined herein), pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the City and the Authority, on one hand, and the Underwriter, on the other; (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 a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or the Authority with respect to the offering contemplated hereby or the discussion s, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is 523
2 currently providing other services to the City or the Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City and the Authority; and (v) the City and the Authority have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agree s to issue, sell and deliver to the Underwriter all (but not less than all) of the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (the “2026C Bonds”) and the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (the “2026D Bonds,” and together with the 2026C Bonds, the “Bonds”). The Bonds will be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually in each year on April 1 and October 1, commencing October 1, 2026 (each an “Interest Payment Date”), and will bear interest at the rates and on the dates as set forth in Exhibit A attached hereto.

The purchase price for the 2026C Bonds shall be $ ________ (which represents the principal amount of the 2026C Bonds in the amount of $ ___________.00, less an Underwriter ’s discount of $_______).

The purchase price for the 2026D Bonds shall be $ ______ (which represents the principal amount of the 2026D Bonds in the amount of $___________.00, plus an original issue premium in the amount of $________, less an Underwriter’s discount of $_______).

The Underwriter agrees that, in connection with the public offering and initial delivery of the Bonds to the purchasers thereof from the Underwriter, the Underwriter will deliver or cause to be delivered to each purchaser a copy of the final Official Statement prepared in connection with the Bonds, for the time period required under Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 1 5c2-12”). Terms defined in the Official Statement are used herein as so defined.

Section 2. The Bonds. The Bonds shall be secured by revenues consisting primarily of base rental payments (the “Base Rental Payments”) to be paid by the City pursuant to that certain Lease Agreement, dated as of __________ 1, 2026 (the “Lease Agreement”), by and between the Authority and the City. The Authority’s right to receive the Base Rental Payments due under the Lease Agreement and to exercise remedies upon default under such Lease Agreement shall be assigned to Zions Bancorporation, National Association, as trustee (the “Trustee”) for the benefit of the owners of the Bonds pursuant to that certain Assignment Agreement, dated as of ________ 1, 202 6 (the “Assignment Agreement”), by and between the Authority and the Trustee. The Bonds shall be as described in and secured under and pursuant to that certain Indenture, dated as of _______ 1, 2026 (the “Indenture”), by and among the Authority, the City, and the Trustee. The Bonds will be subject to redemption as set forth in the Indenture and Official Statement herein described.

The 2026C Bonds are being issued to provide funds to: (i) finance the acquisition and construction of capital projects of the City; and (ii) to pay the costs of issuing the 2026C Bonds.

The 2026D Bonds are being issued to provide funds to: (i) finance the acquisition and construction of capital projects of the City; and (ii) pay the costs of issuing the 2026D Bonds.

Section 3. Public Offering. The Underwriter agrees to make an initial public offering of all the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and 524
3 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, provided that the Underwr iter shall not change the interest rates set forth on Exhibit A attached hereto. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

Section 4. Establishment of Issue Price of the 2026D Bonds. (a) The Underwriter agree s to assist the Authority in establishing the issue price of the 2026D Bonds and shall execute and deliver to the Authority 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2026D Bonds.
(b) Except as otherwise set forth in Exhibit B, the Authority will treat the first price at which 10% of each maturity of the 2026D 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 Authority the price or prices at which they have sold to the public each maturity of 2026D Bonds. If at that time the 10% test has not been satisfied as to any maturity of the 2026D Bonds, the Underwriter agrees to promptly report to the Authority the prices at which they sell the unsold 2026D Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all 2026D Bonds of that maturity or (ii) the 10% test has been satisfied as to the 2026D Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if 2026D 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 2026D Bonds. (c) The Underwriter confirms that the Underwriter ha s offered the 2026D 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. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the 2026D Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Authority 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 2026D Bonds, the Underwriter will neither offer nor sell unsold 2026D 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: (i) the close of the 5th business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2026D Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the 5th business day after the sale date whether it has sold 10% of that maturity of the 2026D Bonds to the public at a price that is no higher than the initial offering price to the public. 525
4 (d) The Underwriter confirms that:
(i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the 2026D 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 any unsold 2026D Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all 2026D 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 2026D Bonds of that maturity and (ii) to comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires,
(B) to promptly notify the Underwriter of any sales of 2026D 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 2026D Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by an Underwriter, dealer or broker-dealer, the Underwriter shall assume that each order submitted by an Underwriter, dealer or broker-dealer is a sale to the public; and (ii) any selling group agreement relating to the initial sale of the 2026D 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 2026D 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 2026D Bonds of each m aturity allocated to it, whether or not the Closing Date has occurred, until either all 2026D 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 2026D Bonds of that maturity, provided that, the reporting obligation after the Closing Date 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 Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2026D Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 2026D Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the 2026D 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 2026D Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2026D Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the 2026D Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the 526
5 failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2026D Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2026D Bonds. (f) The Underwriter acknowledges that sales of any 2026D Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2026D Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 2026D 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 2026D 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 2026D Bonds to the public),
(iii) a purchaser of any of the 2026D Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

Section 5. The Official Statement. By their acceptance of this Purchase Agreement, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Bonds, dated [POS Date] (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the City deemed “final” as of its date, for purposes of Rule 15c2 -12 except for certain omissions permitted to be omitted therefrom by Rule 15c2 -12. The Authority an d the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12, the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the “Official Statement”)) in such quantity as the Underwriter shall reasonably request to comply with Securities and Exchange Commission Rule 15c2-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). 527
6 The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement.

The Underwriter agrees to (i) provide the Authority and the City with final pricing information on the Bonds on a timely basis and (ii) promptly file a copy of the final Official Statement, including any supplements prepared by the Authority or the City with the MSRB on its Electronic Municipal Markets Access (“EMMA”) system at http://emma.msrb.org. The Authority and the City hereby approve of the use and distribution by the Underwriter of the final Official Statement in connection with the offer and sale of the Bonds. The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with EMMA.

Section 6. Closing. At 8:00 a.m., California time, on [Closing Date], or at such other time or date as the Authority, the City and the Underwriter agree upon, the Authority shall deliver or cause to be delivered to the Trustee, and the Trustee shall deliver or cause to be delivered through the facilities of The Depository Trust Company, New York, New York (“DTC”), the Bonds in definitive form, duly executed and authenticated. Concurrently with the delivery of the Bonds, the Authority and the City shall deliver the documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents referenced herein, is called the “Closing.”
The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof, and shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection and packaging.

The Authority and the City acknowledge that the services of DTC will be used initially by the Underwriter to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 7. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority organized and existing under the laws of the State of California, including Section 6500 et seq. of the California Government Code (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under th at certain Ground Lease, dated as of ________ 1, 2026 (the “Ground Lease”), by and between the City and the Authority, the Lease Agreement, the Indenture, the Assignment Agreement and this Pur chase Agreement. The Ground Lease , Lease Agreement, Indenture, Assignment Agreement and this Purchase Agreement are collectively referred to herein as the “Authority Documents.”
(b) The Authority has complied with all filing requirements of the JPA Act. (c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), a nd has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained, in the Authority Documents. When executed and delivered, each Authority Document will constitute the legal, valid and binding obligation of the Authority enforceable in accordance with 528
7 its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. At the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to DTC and its book -entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. (e) To the knowledge of the undersigned officer of the Authority, the execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authori ty’s part contained in the Authority Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, adminis trative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents.
(f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) To the knowledge of the undersigned officer of the Authority, the Authority is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, o r both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents. (h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending for which the Authority has been served or, to the knowledge of the officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, 529
8 contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the 2026D Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact re quired to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence. (i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 8. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is and will be at the date of Closing a municipal corporation duly organized and existing pursuant to and under the Constitution and laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Continuing Disclosure Certificate relating to the Bonds (the “ Continuing Disclosure Certificate”), the Indenture, the Ground Lease, the Lease Agreement and this Purchase Agreement (together, the “City Documents” and, together with the Authority Documents, the “Legal Documents”) and has by official action duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents. (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has dul y authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained, in the City Documents. When executed and delivered, each City Document will constitute the legally valid and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (c) The Preliminary Official Statement heretofore delivered to the Underwriter is hereby deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph ( b)(i) of Rule 15c2 -12. The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to DTC and its book-entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. At the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue stateme nt of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to DTC and its book-entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. 530
9 (d) To the knowledge of the undersigned officer of the City, the execution and delivery by the City of the City Documents and the approval by the City of the Official Statement and compliance with the provisions on the City’s part contained in the City Documen ts, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the City to carry out its obligations under the City Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agre ement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the City Documents. (e) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental Authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (f) To the knowledge of the undersigned officer of the City, after reasonable inquiry, the City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents. (g) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2025 as set forth in the Official Statement fairly represent the revenues, expenditures and fund balances of the General Fund. Except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writing to the Underwrite r, there has not been any materially adverse change in the financial condition of the General Fund or in its operations since June 30, 2025 and, except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writing to the Underwriter, there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such m aterially adverse change.
(h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending for which the City has been served or, to the knowledge of the officers of the City, threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the 2026D Bonds from gross income for federal income tax purposes or contesting the power of the City to enter into the City Documents; (iii) which may result in any material adverse change to the financial condition of the City or to its ability to pay the Base Rental Payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement 531
10 contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iv) of this sentence. (i) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Certificate , to provide annual reports and notices of certain events. A description of this undertaking is set forth as an appendix to the Preliminary Official Statement and will also be set forth in an appendix to the Official Statement. Except as otherwise disclosed in the Preliminary Official Statement and the Official Statement , the City has never failed to comply in all material respects with any previous undertakings with regard to Rule 15c2-12 to provide annual reports or notices of enumerated events with respect to the last five years. (j) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Under writer and the Authority as to the statements made therein but not of the person signing such certificate. (k) As of the date hereof, the City does not have any material obligations secured by payments from the General Fund of the City, except as disclosed in the Preliminary Official Statement and the Official Statement.

Section 9. Conditions to the Obligations of the Underwriter. The Underwriter ha s entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the date of the Closing shall be su bject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel, the Trustee, Disclosure Counsel and the municipal advisor made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their obligations to be performed hereunder at or prior to the date of the Closing; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing;
(b) At the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and all such reasonable actions as, in the opinion of Bond Counsel, shall reasonably deem necessary in connection with the transactions contemplated hereby; (c) At the time of the Closing, no default shall have occurred or be existing under the Authority Documents, the City Documents, or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would adversely impact the ability of the City to make the Base Rental Payments; 532
11 (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the absolute discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the foll owing statements of fact were in existence or known of on the date of this Purchase Agreement:
(i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State of California, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, o r by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has be en referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority or the City, or the interest on or with respect to bonds or notes (including the 2026D Bonds);
(iii) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Authority or the City;
(iv) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which materially adversely affects the market price of the Bonds; (v) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exch ange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that: (i) obligations of the general 533
12 character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is o r would be in violation of the federal securities laws as amended and then in effect; (vi) 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 Bonds, including the underlying obligations as contemplated by this Bond Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, 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;
(vii) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; (viii) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds;
(ix) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis;
(x) 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 a nd 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;
(xi) the New York Stock Exchange or other national securities exchange, or any governmental or regulatory 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 534
13 (xii) any rating of the Bonds or the rating of any obligations of the City secured by the City’s general fund shall have been downgraded, suspended or withdrawn by a national rating service, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (xiii) a general banking moratorium shall have been established by federal or State authorities;
(xiv) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(xv) the commencement of any action, suit or proceeding described in Section 7(h) or Section 8(h).
(e) At or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) all resolutions relating to the Bonds adopted by the Authority and certified by an authorized official of the Authority authorizing the issuance of the Bonds, the Authority Documents and the Official Statement; (ii) all resolutions relating to the Bonds adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of the City Documents and the issuance of the Bonds and the Official Statement; (iii) the Legal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(iv) the approving opinions of Bond Counsel, dated the date of Closing and addressed to the Authority and the City, in substantially the form s attached as Appendix D to the Official Statement, and reliance letter s thereon addressed to the Underwriter;
(v) a supplemental opinion of Bond Counsel dated the date of Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C; (vi) the Official Statement, executed on behalf of the Authority and the City;
(vii) evidence that the ratings on the Bonds are as described in the Official Statement;
(viii) a certificate, dated the date of Closing, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (A) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Authority, and the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior 535
14 to the date of Closing; (B) to such officer’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is nece ssary to disclose therein in order to make the statements and information therein not misleading in any material respect; (C) the information and statements contained in the Official Statement (other than information relating to DTC and its book-entry system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadi ng in any material respect; and (D) to its knowledge, the Authority is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreem ent, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; (ix) a certificate, dated the date of Closing, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (A) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closi ng by the City, and the City has complied with all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the date of Closing; (B) to such officer’s knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (C) the information and statements contained in the Official Statement (other than information relating to DTC and its book -entry system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; (D) to its knowledge after reasonable investigation, the City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United St ates or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Lease Agreement) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; and (E) no further consent is required for inclusion of its audited financial statements in the Official Statement;
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15 (x) an opinion dated the date of Closing and addressed to the Underwriter, the Trustee and Bond Counsel, of the City Attorney of the City , as counsel to the Authority, to the effect that:
(A) the Authority is a joint exercise of powers authority organized and existing under the laws of the State of California; (B) the resolution of the Authority approving and authorizing the execution and delivery of the Authority Documents, the Bonds and the Official Statement and other actions of the Authority was duly adopted at a meeting of the governing body of the Authority which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect and has not been amended or superseded in any way;
(C) to the knowledge of such counsel there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the Authority has been served or, to such counsel’s knowledge, threatene d against or affecting the Authority, except as may be disclosed in the Official Statement, which would materially adversely impact the Authority’s ability to complete the transactions contemplated by the Authority Documents, the Official Statement or any other document or certificate related to such transactions, restrain or enjoin the collection of Base Rental Payments with respect to the Lease Agreement, or in any way contesting or affecting the validity of the Bonds, the Official Statement, the Authority Documents or the transactions described in and contemplated thereby wherein an unfavorable decision, ruling or finding would materially adversely affect the validity and enforceability of the Bonds or the Authority Documents or in which a final adverse d ecision could materially adversely affect the operations of the Authority;
(D) the Authority Documents have been duly authorized, executed and delivered by the Authority, and (assuming due execution and delivery by parties other than the Authority) are valid, legal and binding agreements of the Authority enforceable in accordance with their terms, except that the rights and obligations under the Authority Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State;
(E) the execution and delivery of the Authority Documents and the issuance of the Bonds and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach of or default unde r any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Authority is subject, 537
16 which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the Authority Documents or the Official Statement by the Authority or the consummation by the Authority of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter; and
(G) based on the information made available to such counsel in its role as counsel to the Authority, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement under the caption entitled “THE AUTHORITY,” nothing has come to its attention which would lead it to believe that the statements contained in the above-referenced caption as of the date of the Official Statement and as of the date of Closing contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xi) an opinion dated the date of Closing and addressed to the Underwriter, the Trustee and the Bond Counsel, of the City Attorney, to the effect that:
(A) the City is duly organized and validly existing as a municipal corporation under the Constitution and laws of the State of California; (B) the resolution of the City approving and authorizing the execution and delivery of the City Documents and approving and authorizing the issuance of the Bonds and the delivery of the Official Statement and other actions of the City was duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect and has not been amended or superseded in any way;
(C) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the City has been served or, to such counsel’s knowledge, threatened against or affecting the City, except as may be disclosed in the Official Statement, which would materially adversely impact the City’s ability to complete the transactions contemplated by the City Documents, the Official Statement o r any other document or certificate related to such transac tions, restrain or enjoin the collection of Base Rental Payments with respect to the Lease Agreement, or in any way contesting or affecting the validity of the Bonds, the Official Statement or the City Documents;
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17 (D) the execution and delivery of the City Documents and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to w hich the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents;
(E) the City Documents have been duly authorized, executed and delivered by the City, and (assuming due execution and delivery by parties other than the City) are valid, legal and binding agreements of the City enforceable in accordance with their terms, excep t that the rights and obligations under the City Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the City Documents, except such as have been obt ained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter.
(xii) a letter of Best Best & Krieger LLP , Disclosure Counsel to the Authority and the City, dated the date of Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D;
(xiii) an opinion of counsel to the Trustee, addressed to the Underwriter and the Authority, dated the date of the Closing, to the effect that:
(A) the Trustee is a national banking association duly organized and validly existing under the laws of the United States, having full corporate power to undertake the trust created under the Indenture; (B) the Indenture and the Assignment Agreement (together, the “Trustee Documents”) have each been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, the Trustee Documents constitute the valid, legal and binding obligations of the Trustee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally an d by the application of equitable principles, if equitable remedies are sought; (C) the Trustee has duly authenticated the Bonds upon the order of Authority;
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18 (D) the Trustee’s actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable law or governmental regulation and, to the best of such counsel’s knowledge, after reasonable inquiry with respect thereto, do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and
(E) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Bond s or the consummation by the Trustee of its obligations under the Trustee Documents;
(xiv) a certificate, dated the date of Closing, signed by a duly authorized officer of the Trustee satisfactory in form and substance to the Underwriter, to the effect that:
(A) the Trustee is duly organized and existing as a national banking association under the laws of the United States of America, having the full corporate power and authority to enter into and perform its duties under the Trustee Documents;
(B) the Trustee is duly authorized to enter into the Trustee Documents and has duly executed and delivered the Trustee Documents, and assuming due authorization and execution by the other parties thereto, the Trustee Documents are legal, valid and binding upon the Trustee and enforceable against such party in accordance with their terms; (C) the Trustee has duly authenticated the Bonds under the Indenture and delivered the Bonds to or upon the order of the Underwriter; and (D) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is required for the execution and delivery of the Bonds or the consummation by the Trustee of its obligations under the Trustee Documents;
(xv) the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the California Government Code and Section 8855(g) of the Government Code; (xvi) a copy of the executed Blanket Issuer Letter of Representations by and between the City or the Authority and DTC relating to the book-entry system; (xvii) the tax certificate executed by the Authority and the City relating to the Bonds in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
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19 (xviii) a title policy with respect to the Property in form and substance acceptable to Bond Counsel, the Underwriter and Underwriter’s Counsel; (xix) evidence of insurance in compliance with the requirements of the Lease Agreement in form and substance acceptable to the Underwriter; (xx) an opinion of Kutak Rock LLP (“Underwriter’s Counsel”) in form and substance acceptable to the Underwriter;
(xxi) a certificate, dated the date of the Preliminary Official Statement, of the City, as required under Rule 15c2-12;
(xxii) a certificate, dated the date of the Preliminary Official Statement, of the Authority, as required under Rule 15c2-12; and
(xxiii) such additional legal opinions, Bonds, proceedings, instruments or other documents as the Underwriter or Underwriter’s Counsel may reasonably request.

Section 10. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2 -12), whichever occurs first, if any event shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Aut hority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the EMMA. The Underwriter acknowledges that the “end of the underwriting period” will be the date of Closing unless the Underwriter otherwise notifies the City in writing that it still owns some or all of the Bonds.

Section 11. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Authority shall pay only from the proceeds of the Bonds, but only as the Authority and such other party providing such services may agree, all expenses and costs of the Authority and the City incident to the performance of their obligations in connection with the authorization, issuance, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, rating agency fees and charges, initial fees of the Trustee, including fees and disbursements of its counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel, the municipal advisor and other professional advisors employed by the Authority or the City, title insurance and costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds. The Underwriter shall pay all out -of- pocket expenses of the Underwriter, including, without limitation, the fees and expenses of its counsel, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds. 541
20 Section 12. Notices. 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. Any notice or other communication to be given to the Authority or the City pursuant to this Purchase Agreement may be given by delivering the same in writing to such entity, at the addresses set forth on the cover page hereof.

Section 13. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 14. 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.

542
21 Section 15. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California.

SAMUEL A. RAMIREZ & CO., INC.

By:

Managing Director
The foregoing is hereby agreed to and accepted as of the date first above written:

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Name: Armen Harkalyan
Title: Treasurer
Time of Execution: _____________ California time
Accepted:

CITY OF ONTARIO
By:

Name: Armen Harkalyan
Title: Executive Director of Finance
Time of Execution: _____________ California time

543

A-1

EXHIBIT A

MATURITY SCHEDULE
$___________

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026C
(FEDERALLY TAXABLE)

Maturity
(October 1)
Principal
Amount
Interest
Rate Yield Price
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
20__(T)
20__(T)
20__(T)
20__(T)

(T) Term Bond.

544

A-2
$___________

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)

Maturity
(October 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2037
2038
2039
2040
2041
2042
2043

(C) Priced to optional call at [par] on October 1, 20__. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

545

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EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE
$___________

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)

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. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Defined Terms.
(a) Issuer means the Ontario Public Financing Authority. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (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 w ritten 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).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the interpretation by Ramirez 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 attached Tax Certificate 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. Except 546

B-2
as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose.

Dated: [Closing Date] SAMUEL A. RAMIREZ & CO., INC., as underwriter By:

Authorized Signatory

547

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SCHEDULE A

SALE PRICES
[TO BE ATTACHED AT CLOSING]

548

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EXHIBIT C

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
On the Closing Date, Bond Counsel expects to deliver a supplemental opinion in substantially the following form:
[Closing Date]
Samuel A. Ramirez & Co., Inc.

Los Angeles, California

Re: $___________ Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable)

$___________ Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax- Exempt)
Ladies and Gentlemen:

We have examined certified copies of proceedings taken for the sale and issuance of the above- referenced bonds (the “Bonds”), and we have rendered our opinion to the Ontario Public Financing Authority (the “Authority”) this day regarding the validity and enforceability of the Bonds (the “Approving Opinion”). The Bonds are being issued pursuant to an Indenture dated as of _______ 1, 2026 (the “Indenture”) , by and among the Authority, the City of Ontario (the “City”) and Zions Bancorporation, National Association, as Trustee. You may rely upon our Approving Opinion as if it were addressed to you. Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Bond Purchase Agreement dated [BPA Date] (the “Purchase Agreement”), among the Authority, the City and Samuel A. Ramirez & Co., Inc., as underwriter.

We have assumed, but not independently verified, that the signatures on all documents, letters, certificates and instructions which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the pa rties thereto and that all representations made in the documents that we have reviewed are true and accurate.

We express no opinion herein with respect to any indemnification, contribution, choice of law, choice of forum, penalty or waiver provisions contained in the Bonds, the Indenture, the Ground Lease, the Lease Agreement, the Assignment Agreement or the Purchase Agreement (collectively, the “Legal Documents”), nor do we express any opinion with respect to the state or quality of title to any of the real or personal property described in the Ground Lease, the Lease Agreement or the Indenture, or the accuracy or sufficiency of the description of any such property contained therein.

Based upon the foregoing and such other information and documents as we consider necessary to render this opinion, we are of the opinion that:
549

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(1) The Purchase Agreement has been duly authorized, executed and delivered by the Authority and the City and is a valid and binding agreement of the Authority and the City. (2) The statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “THE 202 6 BONDS,” “PLAN OF FINANCE ,” “THE PROPERTY,” “SECURITY AND SOURCES OF PAYMENT FOR THE 202 6 BONDS,” and “TAX MATTERS,” and in “APPENDIX B – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D –FORM OF BOND COUNSEL OPINION,” excluding any material that may be treated as included under such captions and appendices by any cross -reference, insofar as such statements expressly summarize provisions of the Bonds, the Ground Lease, the Lease Agreement, the Assignment Agreement, the Indenture and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects as of the date of Closing. (3) The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended.

The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. This opinion is limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.

We call attention to the fact that the rights and obligations under the Legal Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicia l discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California.

We express no opinion herein regarding any tax consequences with respect to the Bonds. No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Bonds.

We call attention to the fact that the foregoing opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or e vents are taken (or not taken) or occur (or do not occur).

This opinion is furnished by us to you and is solely for your benefit, and may not be used, circulated, quoted or otherwise referred to or relied upon by others without our prior written consent.

This letter is not intended to be, and may not be, relied u pon by the owners of the Bonds or any beneficial ownership interest therein. You have acknowledged that no attorney -client relationship exists between us and you with respect to any matters related to the Bonds.

Our engagement with respect to the Bonds has concluded with their delivery, and we disclaim any obligation to update this opinion or other matters discussed in the Official Statement.

Respectfully submitted,
550

D-1

EXHIBIT D

FORM OF DISCLOSURE COUNSEL LETTER
On the Closing Date, Disclosure Counsel expects to deliver a negative assurance letter in substantially the following form:

[Closing Date]
City of Ontario
Ontario, California
Samuel A. Ramirez & Co., Inc.

Los Angeles, California

Re: $___________ Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable)

$___________ Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt) – Opinion of Disclosure Counsel
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the Ontario Public Financing Authority (the “Authority”), with respect to certain disclosure requirements in connection with the above -captioned bonds (the “Bonds”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Official Statement relating to the Bonds dated [BPA Date] (the “Official Statement”).

The Bonds are being issued pursuant to the Constitution and laws of the State of California, including Article 4 of Chapter 5, Division 7, Title I (commencing with Section 6500) of the California Government Code. The Bonds are being issued pursuant to that certain Indenture, dated as of _______ 1, 202 6 (the “Indenture”), by and between the Authority and Zions Bancorporation, National Association, as Trustee.

In rendering this opinion, we have reviewed such records, documents, certificates and opinions and made such other investigations of law and fact as we have deemed necessary or appropriate. This opinion is limited to matters governed by the federal securi ties laws of the United States of America, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.

The Official Statement is the Authority’s document and as such the Authority is responsible for its content. The statements made and the information contained in the Official Statement were 551

D-2
reviewed for their accuracy, completeness, and materiality by representatives of the City of Ontario (“City”) and the Authority. The purpose of our engagement was not to independently establish, confirm or verify the factual matters set forth in the Offic ial Statement and we have not done so.

Moreover, many of the determinations required to be made in the preparation of the Official Statement involve wholly or partially matters of non-legal character. We do not, therefore, take any responsibility for the factual matters set forth in the Official Statement and we undertake herein only to express certain limited negative assurances regarding the same.

The scope of those activities performed by us were inherently limited and do not encompass all activities that the City or the Authority may be responsible to undertake in preparing the Official Statement. Those activities performed by us relied substanti ally on representations, warranties, certifications and opinions made by representatives of the City, the Authority and others, and are otherwise subject to the matters set forth in this letter. In addition, while such statements of negative assurance are customarily given to an underwriter of municipal securities to assist them in discharging their responsibilities under the federal securities laws, the responsibility of the City and the Authority under those laws may differ from those of the Underwriter in material respects, and this letter may not serve the same purpose or provide the same utility to the City or the Authority as it would to the Underwriter for the Bonds.

We note that Bond Counsel has delivered a final approving opinion dated the date hereof. Bond Counsel has also rendered a supplemental opinion dated the date hereof with respect to information contained under certain sections of the Official Statement and as to certain other matters. We express no opinion with respect to matters covered by such opinions.

In our capacity as Disclosure Counsel, we have rendered certain legal advice and assistance to the Authority in connection with the preparation of the Preliminary Official Statement and Official Statement. Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in conferences and telephone conferences with, among others, representatives of the Authority, City, Underwriter and its counsel, and the municipal advisor, during which conferences the contents of the Preliminary Official Statement and Official Statement and related matters were discussed. On the basis of the information made available to us in the cou rse of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and Official Statement), no facts have come to our attention which would lead us to believe that the Preliminary Official Statement, as of its date, and Official Statement, as of its date and as of the date of Closing (excluding therefrom financial and statistical data; CUS IP numbers, financial, accounting, statistical, economic, engineering or demographic data or 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; inf ormation about the Underwriter; statements relating to the Book Entry Only system and The Depository Trust Company, Cede & Co. and the operation of the book -entry system; and statements relating to the treatment of the Bonds, or the interest, discount or premium related thereto, for tax purposes under the law of any jurisdiction) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

During the period from the date of the Preliminary Official Statement and Official Statement to the date of this opinion, except for our review of the certificates and opinions regarding the 552

D-3
Preliminary Official Statement and Official Statement delivered on the date hereof, we have not undertaken any procedures or taken any actions which were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and Official Statement.

We are furnishing this opinion to you, in our capacity as disclosure counsel, solely for your benefit. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by the addressees hereof for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, or referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent. Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds, and we have no obligation to update this opinion. This letter is not intended to, and may not, be relied upon by the holders of the Bonds.

Respectfully submitted,

553
Stradling Yocca Carlson & Rauth
Draft of 4/28/26

4896-4070-6717/022249-0064
RECORDING REQUESTED BY:

Ontario Public Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian P. Forbath, Esq.

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

ASSIGNMENT
by and between

ONTARIO PUBLIC FINANCING AUTHORITY
and

ZIONS BANCORPORATION, NATIONAL ASSOCIATION
as Trustee
Dated as of _______ 1, 2026
Relating to
$___________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026C (FEDERALLY TAXABLE)

and
$___________

ONTARIO PUBLIC FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2026D (TAX-EXEMPT)
554

1 4896-4070-6717/022249-0064

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “ Assignment Agreement ”), executed and entered into as of _______ 1, 2026, is by and between the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “ Authority”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).

RECITALS
A. The City of Ontario (the “City”) and the Authority also desire to finance a portion of the costs of the acquisition, construction and/or installation of certain public improvements (collectively, the “Project”).

B. In order to finance the Project, the City will lease certain real property and the improvements located thereon (the “ Property”) to the Authority pursuant to that certain Ground Lease, dated as of the date hereof (the “ Ground Lease”), by and between the City and Authority, and the City will sublease the Property back from the Authority pursuant to that certain Lease Agreement, dated as of the date hereof (the “ Lease Agreement”), by and between the City and the Authority.

C. The Property is more particularly described in Exhibit A hereto.

D. Under the Lease Agreement, the City is obligated to make Base Rental Payments (as such term is defined in the Lease Agreement) to the Authority.

E. The Authority desires to assign without recourse certain of its rights in the Ground Lease and the Lease Agreement, including its right to receive the Base Rental Payments, to the Trustee for the benefit of the owners of bonds (the “ Bonds”) to be issued pursuant to that certain Indenture, dated as of the date hereof (the “ Indenture”), by and among the Authority, the City and the Trustee.

F. All acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and interest in and to the Ground Lease and the Lease Agreement including, without limitation, its right to receive the Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided, however, that the Authority shall retain its obligations under the Lease 555

2 4896-4070-6717/022249-0064
Agreement and Ground Lease, the rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.

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

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

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

Section 5. Governing Law . THIS ASSIGNMENT AGREEMENT SHALL BE

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

Section 6. Execution. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
556

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4896-4070-6717/022249-0064
IN WITNESS WHEREOF , the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

ONTARIO PUBLIC FINANCING AUTHORITY
By:

Scott Ochoa
Executive Director
ATTEST:

Sheila Mautz
Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
557

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4896-4070-6717/022249-0064
[SIGNATURE PAGE CONTINUED.]

ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By:

Daren Di Nicola
Zions Bank Division

558

4896-4070-6717/022249-0064

STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC
559

4896-4070-6717/022249-0064

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

560

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4896-4070-6717/022249-0064

EXHIBIT A

DESCRIPTION OF THE PROPERTY

• Professional Baseball Stadium (the “ONT Field”) and associated Stadium Parking Structure • Fire Station No. 1
• Civic Center Parking Structure

561
E-1

FORM OF CONTINUING DISCLOSURE CERTIFICATE
Upon issuance of the 2026 Bonds, the City proposes to enter into a Continuing Disclosure Certificate in substantially the following form:

Disclosure Certificate
City
Authority ease Revenue Bonds, Series 2026C (Federally Taxable) and Lease Revenue Bonds, Series 2026D (Tax- Bonds to that certain
Indenture, dated as of [June] 1 Indenture among the City, Bancorporation, National Association., as trustee. The City covenants and agrees as follows:

1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

Annual Report
and as described in, Sections 3 and 4 of this Disclosure Certificate.

Beneficial Owner
or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes.

EMMA
Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/.

Financial Obligation
instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) guarantee of (A) or (B). The term municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule.

Fiscal Year -year period ending on the last day of June of each year.

Holder
Listed Events
Disclosure Certificate.

Official Statement
dated ______, 2026 delivered in connection with the issuance of the Bonds.

Participating Underwriter means the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. 562
E-2
Rule -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

3. Provision of Annual Reports.
(a) The City shall provide not later than each April 1 following the end of its Fiscal Year (commencing April 1, 2027 with the Annual Report for Fiscal Year 2025-26) to EMMA an Annual Report relating to the immediately preceding Fiscal Year which is consistent with the requirements of Section 4 of this Disclosure Certificate, which Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate.
(b) If the City is unable to provide to EMMA an Annual Report by the date required in subsection (a), the City shall send to EMMA in a timely manner a notice in substantially the manner prescribed by the Municipal Securities Rulemaking Board.

4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:
(a) The audited financial statements of the City for the prior Fiscal Year, 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 such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) Principal amount of the Bonds outstanding.
(c)
of the information substantially in the form of the following tables or captions in the Official Statement for the Fiscal Year prior to the filing of such Annual Report:

1. Table 2 General Fund Statement of Revenues, Expenditures and Changes in Fund Balance;

2. Table 3 General Fund Balance Sheet;

3. Table 4 Assessed Valuation History;

4. Table 5 Property Tax Levies and Collections; and

5. Other
Indebtedness
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 City or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission; provided that if any document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board; and provided further that the City shall clearly identify each such document so included by reference. 563
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5. Reporting of Significant Events.(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) Business Days after the event: 1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties; 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers, or their failure to perform; 5. issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); 6. tender offers; 7. defeasances; 8. ratings changes; 9. bankruptcy, insolvency, receivership or similar proceedings; Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person 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 obligated person, 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 obligated person; and 10. default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. (b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in Section 5(a)(5), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds; 2. modifications to the rights of Bondholders; 3. optional, unscheduled or contingent Bond calls; 4. release, substitution or sale of property securing repayment of the Bonds; 5. non-payment related defaults; 564
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6. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;

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

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

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

7. Termination of Obligation
terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

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

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

10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Holders or Beneficial Owners of at least 50% aggregate principal amount of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

No Holder or Beneficial Owner of the Bonds may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the City satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the City shall have refused to comply therewith within a reasonable time.
565
E-5

11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Authority, the City, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: ________, 2026 CITY OF ONTARIO By: Its: City Manager 566
PRELIMINARY OFFICIAL STATEMENT DATED [____________], 2026

NEW ISSUE – BOOK-ENTRY ONLY Ratings: S&P “[__]”
Fitch “[__]”
See the caption “RATINGS.”
In the opinion of Stradling Yocca Carlson & Rauth LLP, Bond Counsel, under existing statutes, regulations, rulings and judici al decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, interest (and original issue discount) on the 2026D Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. Further, in the opinion of Bon d Counsel, interest on the 2026C Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. Additionally, in the opinion of Bond Counsel, interest (and original issue discount) on the 2026 Bonds is exempt from State of California personal income tax. See “TAX MATTERS” with respect to certain tax consequences relating to the 2026 Bonds, including with respect to the alternative minimum tax imposed on certain large corporations.” $100,000,000 0F
*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026C
(FEDERALLY TAXABLE)
$230,000,000*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)

Dated: Date of Delivery Due: March 1, as shown on inside cover The Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable) (the “2026C Bonds”) and the Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax -Exempt) (the “2026D Bonds,” and together with the 2026C Bonds, the “2026 Bonds”) will be issued pursuant to that certain Indenture, dated as of [June] 1, 2026, by and among the City of Ontario (the “City”), the Ontario Public Financing Authority (the “Authority”), and Zions Bancorporation, National Association, as trustee (“Trustee”). The 2026 Bonds are payable from Base Rental Payments to be made by the City for the right to the use of certain real property pursuant to that certain Lease Agreement, dated as of [June] 1, 2026 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor.

The 2026C Bonds are being issued to provide funds to (i) finance the acquisition and construction of capital projects of the Cit y; and (ii) pay the costs of issuing the 2026C Bonds.

The 2026D Bonds are being issued to provide fund s to (i) finance the acquisition and construction of capital projects of the City , and (ii) pay the costs of issuing the 2026D Bonds.

The City has covenanted under the Lease Agreement to take such action as may be necessary to include all Rental Payments (including Base Rental Payments and Additional Rental Payments) due thereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The City’s obligation to make Base Rental Payments under the Lease Agreement is subject to abatement during any period in which by reason of material damage to, or destruction or condemnation of the Property, or any defect in title thereto, there is substantial interference with the use and occupancy by the City of the Property or any portion thereof.

The 2026 Bonds are being issued in fully registered book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Interest on the 2026 Bonds is payable semiannually on [September 1], 2026 and each March 1 and September 1 thereafter.

Purchasers will not receive certificates representing their interest in the 2026 Bonds. Individual purchases will be in prin cipal amounts of integral multiples of $5,000. Principal of and interest and premium, if any, on the 2026 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the 2026 Bonds.

The Authority may issue Additional Bonds payable from Base Rental Payments. The 2026 Bonds and any Additional Bonds are coll ectively referred to herein as the “Bonds.”
The 2026 Bonds are subject to redemption prior to maturity as described in this Official Statement. A reserve fund has not been established for the 2026 Bonds.

The 2026 Bonds are special obligations of the Authority, payable solely from the Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the 2026 Bonds. The Authority has no taxing power.

The obligation of the City to make Base Rental Payments does not constitute a debt of the City or the State of California or any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligatio n for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation.

The 2026 Bonds are not subject to acceleration in the event of a payment default.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE.

INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

The 2026 Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their va lidity by Stradling Yocca Carlson & Rauth, LLP, Newport Beach, California, Bond Counsel. Certain legal matters will be passed upon for the City and the Authority by Best Best & Krieger LLP, Ontario, California, as City Attorney and General Counsel to the Authority. Best Best & Krieger LLP, Riverside, California, is acting as Disclosure Counsel. Certain legal matters will be passed upon for the Under writer by Kutak Rock LLP, Irvine, California, as Underwriter’s Counsel, and for the Trustee by its counsel. It is anticipated that the 2026 Bonds in definitive form will be available for delivery to DTC on or about ________, 2026.

Ramirez & Co., Inc.

Dated: ________________, 2026

* Preliminary; subject to change.
567

MATURITY SCHEDULE1F
*

BASE CUSIP®†:

100,000,000*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026C
(FEDERALLY TAXABLE)
Maturity Date
(March 1) Principal Amount Interest Rate Yield Price
CUSIP®
2F
†
Suffix

$___ _ % Term 2026C Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix $___ _ % Term 2026C Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix $___ _ % Term 2026C Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix

* 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© 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 t he CGS database.

CUSIP® numbers are pro vided for convenience of reference only. None of the City, the Authority, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.

568

$230,000,0003F
*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)
Maturity Date
(March 1) Principal Amount Interest Rate Yield Price
CUSIP®
4F
†
Suffix

$___ _ % Term 2026D Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix $___ _ % Term 2026D Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix $___ _ % Term 2026D Bonds due March 1, 20__, Yield: _____%, Price: _____, CUSIP®† Suffix

CUSIP® numbers are pro vided for convenience of reference only. None of the City, the Authority, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.

569

No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations in connection with the offer or sale of the 2026 Bonds other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Authority. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the 2026 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 2026 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described in this Official Statement, 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 Offic ial Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this t ransaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

This Official Statement and the information contained in this Official Statement are subject to completion or amendment without notice and neither delivery of this Official Statement nor any sale made hereunder will, under any circumstances, cre ate any implication that there has been no change in the affairs of the City or the Authority or any other parties described in this Official Statement since the date hereof. These securities may not be sold, nor may an offer to buy be accepted, prior to the time th at the Official Statement is delivered in final form. This Official Statement is being submitted in connection with the sale of the 2026 Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions.

Certain statements included or incorporated by reference in this Official Statement constitute “forward -looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the Unit ed States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended.

Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “assume,” “project,” “budget,” “intend” or similar words. Such forward-looking statements include, but are not limited to, certain statements contained under the captions “THE CITY” and “CITY FINANCIAL INFORMATION.”

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. THE CITY DOES

NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN EVAL UATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD

SPECIFICALLY CONSIDER THE VARIOUS FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

THE 2026 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

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

The City maintains a website and certain social media accounts; however, information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2026 Bonds.

570

CITY OF ONTARIO

COUNTY OF SAN BERNARDINO

STATE OF CALIFORNIA

CITY COUNCIL AND AUTHORITY BOARD OF DIRECTORS
Paul S. Leon, Mayor and Authority Chair
Alan D. Wapner, Mayor Pro Tem and Authority Vice Chair
Jim W. Bowman, Councilmember and Authority Board Member Debra Porada, Councilmember and Authority Board Member
Daisy Macias, Councilmember and Authority Board Member

STAFF
Scott Ochoa, City Manager and Authority Executive Director James R. Milhiser, City Treasurer
Armen Harkalyan, Executive Director of Finance and Authority Treasurer Doreen Nunes, Assistant Finance Director
Sheila Mautz, City Clerk and Authority Secretary

SPECIAL SERVICES
City Attorney and Authority General Counsel
Best Best & Krieger LLP
Ontario, California
Bond Counsel
Stradling Yocca Carlson & Rauth, LLP
Newport Beach, California
Disclosure Counsel
Best Best & Krieger LLP
Riverside, California

Municipal Advisor
Urban Futures, Inc.

Walnut Creek, California
Trustee
Zions Bancorporation, National Association
Los Angeles, California

571

TABLE OF CONTENTS
INTRODUCTION ......................................................................... 1 General ..................................................................................... 1 Security for the 2026 Bonds; Base Rental Payments ..................... 1 Limited Obligation ........................................................................ 2 Additional Bonds .......................................................................... 2 The City ..................................................................................... 2 Continuing Disclosure ................................................................... 3 Risk Factors................................................................................... 3 Summaries Not Definitive ............................................................. 3 PLAN OF FINANCE .................................................................... 3 2026 Project .................................................................................. 3 Estimated Sources and Uses of Funds ........................................... 4 THE PROPERTY .......................................................................... 4 General ..................................................................................... 4 BASE RENTAL PAYMENT SCHEDULE .................................. 5 THE 2026 BONDS........................................................................ 6 General ..................................................................................... 6 Registration, Transfers and Exchanges .......................................... 6 Redemption ................................................................................... 7 Book-Entry Only System .............................................................. 9

SECURITY AND SOURCES OF PAYMENT FOR
THE 2026 BONDS ...................................................... 9 Pledge of Base Rental Payments ................................................... 9 Application of Net Proceeds of Insurance or
Condemnation............................................................ 11 Title Insurance ............................................................................. 12 Additional Bonds ........................................................................ 12 Base Rental Payments ................................................................. 13 Additional Rental Payments ........................................................ 14 Abatement ................................................................................... 14 Substitution, Release of or Addition to the Property ................... 15 Action on Default ........................................................................ 15 No Reserve Fund ......................................................................... 16 Insurance ................................................................................... 16 THE CITY .................................................................................. 17 General ................................................................................... 17 Employees ................................................................................... 17 Government and Administration ................................................. 17 Ontario International Airport ....................................................... 18 CITY FINANCIAL INFORMATION......................................... 18 Accounting and Financial Reporting ........................................... 18 General Economic Condition and Outlook of the City ................ 19 Budget Procedure, Current Budget and Historical
Budget Information.................................................... 22 Change in Fund Balance of the City General Fund ..................... 25 General Fund Balance Sheets of the City .................................... 26 Property Taxes ............................................................................ 26 Sales Taxes .................................................................................. 29 Transient Occupancy Taxes ........................................................ 30 Other Taxes ................................................................................. 30 Services ................................................................................... 30 State of California Motor Vehicle In-Lieu Payments .................. 30 Federal Funding .......................................................................... 31 Other Indebtedness ...................................................................... 31 Capital Improvement Program .................................................... 34 Retirement Contributions ............................................................ 35 Other Post-Employment Benefits ................................................ 41 City Investment Policy ................................................................ 43 City Insurance ............................................................................. 44 Economic Development in the City ............................................. 44 THE AUTHORITY ..................................................................... 46

CONSTITUTIONAL AND STATUTORY

LIMITATIONS ON TAXES AND
APPROPRIATIONS .................................................. 46 Article XIIIA of the State Constitution ........................................ 46 Article XIIIB of the State Constitution ........................................ 47 Proposition 62 .............................................................................. 47 Proposition 218 ............................................................................ 47 Unitary Property .......................................................................... 48 Proposition 22 .............................................................................. 48 Proposition 26 .............................................................................. 48 Future Initiatives .......................................................................... 49 RISK FACTORS ......................................................................... 49 General Considerations – Security for the 2026 Bonds ................ 49 Abatement ................................................................................... 50 Initiative and Referendum............................................................ 50 Insurance on the Property ............................................................ 51 Condemnation of the Property ..................................................... 51 Value of Property ......................................................................... 51 No Acceleration of Base Rental Payments ................................... 51 Certain Risks Associated with Sales Tax and Other
Local Tax Revenues ................................................... 51 Assessed Value of Taxable Property ............................................ 52 Dependence on State for Certain Revenues ................................. 53 Litigation ................................................................................... 53 Natural Disasters .......................................................................... 53 Climate Change ........................................................................... 54 Loss of Tax Exemption ................................................................ 54 Cybersecurity ............................................................................... 54 Hazardous Substances.................................................................. 54 Additional City Obligations ......................................................... 55 Remedies ................................................................................... 55 Limitation on Trustee’s Obligations under the Indenture ............. 55 Release of Property; Additional Bonds ........................................ 55 Limitations on Enforceability ...................................................... 56 Secondary Market ........................................................................ 57 Covenant to Budget and Appropriate ........................................... 58 Federal Funding ........................................................................... 58 TAX MATTERS ......................................................................... 58 CERTAIN LEGAL MATTERS ................................................... 61 MUNICIPAL ADVISOR............................................................. 61 LITIGATION .............................................................................. 61 UNDERWRITING ...................................................................... 61 RATINGS ................................................................................... 62 CONTINUING DISCLOSURE ................................................... 62 FINANCIAL INTERESTS .......................................................... 63 MISCELLANEOUS .................................................................... 64

APPENDIX A DEMOGRAPHIC AND
ECONOMIC INFORMATION .............. A-1

APPENDIX B SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS ......................... B-1

APPENDIX C AUDITED FINANCIAL
STATEMENTS ...................................... C-1

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

APPENDIX E FORM OF CONTINUING
DISCLOSURE CERTIFICATE .............. E-1

APPENDIX F BOOK-ENTRY ONLY
SYSTEM ................................................. F-1

572

1 $100,000,000 5F
*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026C
(FEDERALLY TAXABLE)
$230,000,000*

ONTARIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026D
(TAX-EXEMPT)

INTRODUCTION
General
This Official Statement, which includes the cover page and appendices (the “ Official Statement”), provides certain information concerning the $100,000,000* Ontario Public Financing Authority Lease Revenue Bonds, Series 2026C (Federally Taxable) (the “2026C Bonds”) and the $230,000,000* Ontario Public Financing Authority Lease Revenue Bonds, Series 2026D (Tax-Exempt) (the “2026D Bonds,” and together with the 2026C Bonds, the “2026 Bonds”). The 2026 Bonds are being issued by the Ontario Public Financing Authority (the “Authority”), a joint exercise of powers agency, the members of which are the City of Ontario, California (the “City”) and the Ontario Housing Authority (the “Housing Authority”).

The 2026 Bonds will be issued pursuant to Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, and that certain Indenture, dated as of [June] 1, 2026 (the “Indenture”), by and among the City, the Authority and Zions Bancorporation, National Association, as trustee (the “Trustee”). Additional Bonds may also be issued under the Indenture. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 Bonds—Additional Bonds.” The 2026 Bonds are being issued in fully registered book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers will not receive certificates representing their interest in the 2026 Bonds. Individual purchases will be in integral multiples of $5,000. Principal of and interest on the 2026 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the 2026 Bonds. See the caption “THE 2026 BONDS—Book-Entry Only System.” The 2026 Bonds are subject to redemption prior to maturity as described under the caption “THE 2026 BONDS—Redemption.”
The 2026C Bonds are being issued to provide funds to (i) finance the acquisition and construction of capital projects of the City (collectively, the “2026C Project”) , as described under the caption “PLAN OF FINANCE—2026 Project;” and (ii ) pay the costs of issuing the 2026C Bonds. See the caption “PLAN OF FINANCE.”
The 2026D Bonds are being issued to provide funds to (i) finance the acquisition and construction of capital projects of the City (collectively, the “2026D Project” and together with the 2026C Project, the “2026 Project”), as described under the caption “PLAN OF FINANCE—2026 Project,” and (ii) pay the costs of issuing the 2026D Bonds. See the caption “PLAN OF FINANCE.”
Security for the 2026 Bonds; Base Rental Payments
Pursuant to that certain Ground Lease, dated as of [June] 1, 2026 (the “Ground Lease”), by and between the City, as lessor, and the Authority, as lessee, the City has leased certain real property of the City and the improvements thereon (collectively, the “ Property”) to the Authority in consideration for the Authority’s assistance in issuing the 2026 Bonds.

Pursuant to that certain Lease Agreement, dated as of [June] 1, 2026 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, the Authority has subleased the Property back to the

* Preliminary; subject to change.
573

2 City in consideration for the City’s payment of semiannual lease payments (the “Base Rental Payments”) to be made by the City for the right to use the Property as sublessee.

See the caption “THE PROPERTY” for a description of the Property.

Under that certain Assignment Agreement, dated as of [June] 1, 2026 (the “Assignment Agreement”), by and between the Authority and the Trustee, the Authority has assigned to the Trustee for the benefit of the 2026 Bond Owners substantially all of the Authority’s right, title and interest in and to the Lease Agreement, including its right to receive the Base Rental Payments due under the Lease Agreement and to enforce any remedies in the event of a default by the City.

The City has covenanted under the Lease Agreement to take such action as may be necessary to include all Rental Payments (including the Base Rental Payments and Additional Rental Payments) due thereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS — Additional Rental Payments” for a description of Additional Rental Payments.

During any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments will be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement will continue in full force and effect.

The amount of such abatement will be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. See the captions “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS—Abatement” and “RISK FACTORS—Abatement.” Limited Obligation
THE 2026 BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY

FROM THE BASE RENTAL PAYMENTS AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OR THE STATE OF CALIFORNIA (THE “ STATE”), OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE 2026 BONDS. THE AUTHORITY HAS NO TAXING POWER.

THE OBLIGATION OF THE CITY TO MAKE BASE RENTAL PAYMENTS DOES NOT

CONSTITUTE A DEBT OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF

WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR

RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE

STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

Additional Bonds
Under the Lease Agreement, the Authority may issue additional bonds (the “Additional Bonds”) payable from Base Rental Payments on a parity basis with the 2026 Bonds. The 2026 Bonds and any Additional Bonds are collectively referred to in this Official Statement as the “ Bonds.” See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS—Additional Bonds.” The City
See the captions “THE CITY” and “CITY FINANCIAL INFORMATION,” as well as Appendices A and C for information with respect to the City and the General Fund, including other obligations which are payable from general revenues of the City.
574

3 Continuing Disclosure
The City has agreed to provide, or to cause to be provided, to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for purposes of Securities and Exchange Commission Rule 15c2-12 certain annual financial information and operating data and, in a timely manner, notice of certain listed events. See the caption “CONTINUING DISCLOSURE.” Risk Factors
Certain events could affect the ability of the City to make the Base Rental Payments when due. See the caption “RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters that are set forth in this Official Statement, in evaluating an investment in the 2026 Bonds.

Summaries Not Definitive
The summaries of and references to documents, statutes, reports and other instruments in this Official Statement do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by the complete document, statute, report or instrument. The capitalization of any word that is not conventionally capitalized, or otherwise defined in this Official Statement, indicates that such word is defined in a particular agreement or other document and, as has the meaning that is given to such word in Appendix B. Copies of the documents described in this Official Statement will be available at the City of Ontario, 303 East B Street, Ontario, California 91764, Attention: Finance Department.

PLAN OF FINANCE
2026 Project
The 2026 Project is comprised of the City’s capital improvement s for the Fiscal Years 2025 -26 and 2026-27. Many of the improvements will relate to the Ontario Sports Empire, which is currently under construction and expected to be completed in 2026. The Ontario Sports Empire is a 200 -acre sports and entertainment complex designed to attract 1.2 million visitors annually. The facility will feature a 6,000 seat Professional Baseball stadium hosting the new Los Angeles Dodgers single-A team, the Ontario Tower Buzzers.

The development includes a stadium village with restaurants, entertainment venues, parking structures and a hotel (for a discussion on certain voter initiatives that affect hotels, see “CITY FINANCIAL INFORMATION – Economic Development in the City,” herein) , as well as professional -quality soccer, baseball, and softball fields. Additionally, the complex will include a state-of-the-art youth sports training facility.

Upon or after completion of the 2026 Project, the City may reevaluate the pool of leased assets that is described under the caption “THE PROPERTY” and substitute the properties that comprise the 2026 Project for certain properties that currently comprise the Property. There can be no assurance as to whether or when any such substitution will occur, or as to which properties may be substituted out from the current pool of Property.

See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS —Substitution or Release of, or Addition to, the Property.”
575

4 Estimated Sources and Uses of Funds
The estimated sources and uses of funds with respect to the 2026 Bonds are shown below.

Sources(1): 2026C Bonds 2026D Bonds Total
Principal Amount
Plus Original Issue Premium
Total Sources

Uses(1):

Deposit to Project Fund
Costs of Issuance(2)
Total Uses

(1) All amounts rounded to the nearest dollar. Totals may not add due to rounding. (2) Includes Underwriter ’s discount and certain legal, municipal advisory, rating agency, printing and other financing - related costs.

THE PROPERTY
General
The Property constitutes the land and structures comprising the footprint of ONT Field, the footprint of the ONT Field Parking Structure, the City’s Fire Station No. 1, and the Civic Center Parking Structure.

Professional Baseball Stadium (“ONT Field”) . ONT Field is a brand -new, state -of-the-art 6,500 - capacity professional baseball stadium that opened in March 2026. The stadium is located on approximately

10.13 acres at Riverside Drive and Vineyard Avenue, just south of the State Route 60 freeway. ONT Field serves as the home of the Ontario Tower Buzzers, the Los Angeles Dodgers’ Single-A affiliate in the California League, bringing more professional baseball and year-round entertainment to the region. The venue is named after the Ontario International Airport and features an aviation -themed design. Designed with modern amenities and a variety of seating experiences, from traditional fixed seats to premium hospitality areas, a grass berm, and unique terraced views. The stadium also includes a kids’ zone with a splash pad and features more than 75,000 square feet of food and beverage options. ONT field is expected to host concerts, festivals, races, and other community events, making it a versatile venue for variou s activities. The Property includes only the physical footprint of ONT Field itself, and not the surrounding real property or other development. The insured replacement value of ONT Field’s footprint was valued by the City at $222,000,000.

Stadium Parking Structure . The stadium parking structure is a new 3 -level, 1,000 -space parking structure on 4.27 acres providing parking for the adjacent ONT Field, other Ontario Sports Empire fields, and community spaces. The Property includes only the physical footprint of the stadium parking structure itself, and not the surrounding real property or other development. The insured replacement value of the stadium parking structure’s footprint was valued by the City at $18,000,000.

Fire Station No. 1. Fire Station No. 1 is a new 2-story fire station is located in Downtown Ontario at the Northwest corner of D Street and Sultana Avenue and replaces the existing Fire Station No. 1 on East B Street. The 27,835 square foot fire station is oriented towards the public streets, with six fire engine bays running the length of the façade on East D Street and an additional six bays at the rear of t he building providing drive- through access. The facility includes administrative offices, conference rooms, several dorms, locker rooms, and spaces for exercise and recreation. The insured replacement value of Fire Station No. 1 was valued by the City at $30,000,000.

Civic Center Parking Structure. The Civic Center Parking Structure is a new 6-level parking structure which added more than 300,000 square feet and 821 spaces to support City Hall, the Civic Center, nearby residents, and future community activity. The structure incorporates several modern features, including a rooftop 576

5 photovoltaic (PV) solar array, an advanced parking guidance system using red/green indicators, and 48 EV charging stations, with conduit for future expansion. The garage is accessible via drive aisles connected to Sultana Avenue, C Street, and B Street . The insured replacement value of the Civic Center Parking Structure was valued by the City at $32,648,166.

The City has the right to substitute or release all or portion of the Property subject to certain conditions precedent. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS⎯Substitution or Release of the Property.”
Upon or after completion of the 2026 Project, the City expects to evaluate the pool of leased assets that are described above and may substitute the properties that comprise the 2026 Project for certain properties that currently comprise the Property. There can be no assurance as to whether or when any such substitution will occur, or as to which properties may be substituted out from the current pool of Property. See the caption “PLAN OF FINANCE - 2026 Project.”

BASE RENTAL PAYMENT SCHEDULE
Set forth below is a schedule of Base Rental Payments, which secure the 2026 Bonds, assuming no optional or extraordinary prepayments.
2026C Base Rental Payments 2026D Base Rental Payments
Base Rental
Payment Date(1) Principal Interest
Total 2026C
Base Rental
Payments Principal Interest
Total 2026D
Base Rental
Payments
Total Base
Rental
Payments

(1) The Base Rental Payment Date is the fifth Business Day prior to the date shown.

Source: Underwriter.
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6 THE 2026 BONDS
General
The 2026 Bonds will be issued in fully registered form without coupons in denominations of integral multiples of $5,000. The 2026 Bonds will be dated as of and bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the dated date thereof at the rates set forth on the inside cover page. Interest on the 2026 Bonds will be paid semiannually on [September] 1, 2026 and each March 1 and September 1 thereafter (each, an “Interest Payment Date”).

Interest on the 2026 Bonds will be payable semi-annually calculated based on a 360-day year of twelve thirty-day months on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the fifteenth day of the month preceding each Interest Payment Date (each, a “Record Date”), such interest to be paid by check of the Trustee mailed by first class mail to the Owner at the address of such Owner as its appears on the Registration Books; provided however, that payment of interest may be by wire transfer in immediately available funds to an account in the United States of America to any Owner of 2026 Bonds in the aggregate principal amount of $1,000,000 or more who will furnish written wire instructions to the Trustee at least five days before the applicable Record Date. Principal of any 2026 Bond and any premium upon redemption will be paid by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee. Principal of and interest and premium (if any) on the 2026 Bonds will be payable in lawful money of the United States of America.

Each 2026 Bond will be dated as of the Closing Date, and will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless: (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) unless it is authenticated on or before August 15, 2026, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authenti cation of any 2026 Bond, interest thereon is in default, such 202 6 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Registration, Transfers and Exchanges
The 2026 Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the 2026 Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book -entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in Appendix F) as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the 2026 Bonds. See the caption “—Book-Entry Only System.”
In the event that the book-entry system that is described herein is discontinued, the 2026 Bonds will be printed and delivered as provided in the Indenture. Thereafter, any 2026 Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2026 Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trus tee. Whenever any 2026 Bond or Bonds shall be surrendered for transfer, the Authority will execute and the Trustee will authenticate and deliver a new 2026 Bond or Bonds in a like aggregate principal amount, in any Authorized Denomination. The Trustee will require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

The 2026 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of 2026 Bonds of other authorized denominations. The Trustee will require the payment by the 2026 Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.
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7 The Trustee is not obligated to make any transfer or exchange of 2026 Bonds pursuant to the Indenture during the period established by the Trustee for the selection of 2026 Bonds for redemption, or with respect to any 2026 Bonds selected for redemption.

Redemption6F
*
Extraordinary Redemption from Condemnation Award or Insurance Proceeds . The Series 2026 Bonds shall be subject to redemption, in whole or in part, on any date as directed by the City in a written request provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, from and to the extent of any Net Insurance Proceeds or proceeds of condemnation received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, at a Redemption Price equal to the principal amount of the Series 2026 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Optional Redemption. The Series 2026C Bonds maturing on or after March 1, 20__, shall be subject to optional redemption, in whole or in part, on March 1, 20__ or any date thereafter, as directed by the City in a written request provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized D enominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 202 6C Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Mandatory Sinking Fund Redemption. The Series 2026C Bonds with stated maturities on March 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each March 1 on and after March 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(March 1)
Principal
Amount

†

† Final Maturity.

* Preliminary; subject to change.
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8 Redemption Date
(March 1)
Principal
Amount

†

† Final Maturity.

If, during the Fiscal Year immediately preceding one of the redemption dates specified above, the Authority purchases 2026 Bonds, at least 45 days prior to the redemption date, the Authority shall notify the Trustee as to the principal amount purchased and the amount of 2026 Bonds so purchased shall be credited at the time of purchase, to the extent of the full principal amount ther eof, to reduce such upcoming mandatory sinking fund redemption payment for the 2026 Bonds so purchased. All Series 2026 Bonds purchased pursuant to the Indenture shall be cancelled.

In the event of an extraordinary or optional redemption or in the event of the purchase of Series 2026 Bonds, the City shall provide the Trustee with a revised mandatory sinking fund schedule giving effect to the redemption so completed.

Selection of Bonds for Redemption. Whenever provision is made for the redemption of less than all of the 2026 Bonds, the Trustee shall select the 2026 Bonds to be redeemed from all 2026 Bonds not previously called for redemption: (a) with respect to any optional redemption of 2026 Bonds of a Series, among maturities of 2026 Bonds of such Series as directed in a Written Request of the Authority; (b) with respect to any extraordinary redemption and the corresponding provision of any Supplemental Indenture pu rsuant to which Additional Bonds are issued, among maturities of all Series of 2026 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 2026 Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all 2026 Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate 2026 Bonds which may be separately redeemed.

Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any 2026 Bonds designated for redemption at their respective addresses appearing on the Registration Books, to the Securities Depositories and to one or more Information Services, at least 20 but not more than 60 days prior to the date fixed for redemption. Such n otice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the 2026 Bond numbers and the maturity or maturities (except in the event of redemption of all of the 2026 Bonds of such maturity or maturities in whole) of the 2026 Bonds to be redeemed, and shall require that such 2026 Bonds be then surrendered at the Office of the Trustee for redemption, giving notice also that further interest on such 2026 Bonds will not accrue from and after the date fixed for redemption.

Such notice may state that such redemption is condit ioned upon sufficient funds being on deposit on the redemption date to redeem the 2026 Bonds so called for redemption. Such notice of redemption may also state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the 2026 Bonds. Neither the failure to receive any notice so given, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the 2026 Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of optional redemption of the 2026 Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the 2026 Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no forc e and effect and the Trustee shall not be 580

9 required to redeem such 2026 Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such 2026 Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

Partial Redemption of Bonds. Upon surrender of any 2026 Bonds redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new 2026 Bond of authorized denominations equal in aggregate principal amount to the unredeemed portion of the 2026 Bonds surrendered.

Effect of Notice of Redemption. Notice having been given as provided in the Indenture, and moneys for the redemption, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the 2026 Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said 2026 Bonds shall be paid at the redemption p rice thereof, together with interest accrued and unpaid to said date.

If, on the date fixed for redemption, moneys for the redemption p rice of all the 2026 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 given as aforesaid and not canceled, then, from and after said date, interest on said 2026 Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of 2026 Bonds shall be held in trust for the account of the Owners of the 2026 Bonds so to be redeemed without liability to such Owners for interest thereon. All 2026 Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of the Indenture shall be canceled upon surrender thereof and destroyed.

Book-Entry Only System
The 2026 Bonds are registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the 2026 Bonds. Ownership interests in the 2026 Bonds may be purchased in book - entry form only. So long as DTC, or Cede & Co. as its nominee, is the registered owner of all 2026 Bonds, all payments on the 2026 Bonds will be made directly to DTC, and disbursement of such payments to the DTC Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Participants, as more fully described in Appendix F.

As long as Cede & Co. is the registered owner of the 2026 Bonds, references herein to the Owners of the 2026 Bonds will refer to Cede & Co. and not to the Beneficial Owners. Neither the Authority nor the City gives any assurance that DTC, DTC Participants nor others will distribute payments with respect to the 2026 Bonds or notices concerning the 2026 Bonds to the Beneficial Owners or that DTC will otherwise serve and act in the manner described in this Official Statement. See Appendix F for a further des cription of DTC and its book-entry system. The information presented therein is based solely on information provided by DTC.

SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS
Pledge of Base Rental Payments
Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the 2026 Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund, and the Redemption Fund have been pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of th e Indenture, and the Act. Such pledge constitutes a first lien on such assets.
581

10 All obligations of the Authority under the Indenture will be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor thereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds.

Under the Assignment Agreement, the Authority has assigned to the Trustee for the benefit of the 2026 Bond Owners substantially all of the Authority’s right, title and interest in and to the Lease Agreement, including its right to receive the Base Rental Payments due under the Lease Agreement and to enforce any remedies in the event of a default by the City. The City will pay Base Rental Payments directly to the Trustee, as assignee of the Authority. See the caption “—Base Rental Payments.” The Trustee will establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund,” the “Redemption Fund,” and the “Net Insurance Proceeds Fund.” All Base Rental Payments will be paid directly by the City to the Trustee, and if received by the Authority at any time will be transferred by the Authority with the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee will be deposited by the Trustee in the Base Rental Payment Fund.

The Trustee will transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner provided in the Indenture, to the following respective funds:
(i) Interest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee will transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the i nterest due on the Bonds on such Interest Payment Date.
(ii) Principal Fund. On the Business Day immediately preceding each March 1, the Trustee will transfer from the Base Rental Payment Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such March 1 either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Fund will be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their mat urity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, will deposit in the Redemption Fund that amo unt of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee will deposit in the Redemption Fund any amounts required to be deposited therein constituting Net Insurance Proceeds.

Moneys in the Redemption Fund will be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on 2026 Bonds redeemed pursuant to the provisions of the Indenture and Additional Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued; provided, however, that moneys deposited in the Redemption Fund may also be used to purchase Outstanding Bonds in the manner provided in the Indenture. Purchases of Outstanding Bonds may be made by the Authority at public or private sale as and when and at such prices as the Authority may in its discretion determine, but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption or an extraordinary redemption, the premium applicable at the next following call date according to the premium schedule established pursuant to the Indenture, as applicable. Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Interest Fund.
582

11 Application of Net Proceeds of Insurance or Condemnation.

If the Property or any portion thereof shall be damaged or destroy, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the Indenture.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in the Net Insurance Proceeds Fund and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon recei pt of a Written Request of the City, together with invoices therefor. Each such Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.

Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

In the event of any damage to or destruction of the Property caused by one of the perils covered by the insurance required by the Lease Agreement which would result in an abatement of rental payments or any portion thereof under the Lease Agreement, then t he City shall apply the Net Insurance Proceeds, together with other legally available funds that the City elects to contribute, to the repair, reconstruction or replacement of the damaged or destroyed portions of the Property; provided, however, that the City shall not be required to repair or replace any portion of the Property under the Indenture if such Net Insurance Proceeds, together with any other amounts held under the Indenture and any other legally available funds made available by the City at its election, are sufficient to prepay: (i) all of the Outstanding Bonds; or (ii) a portion of the Outstanding Bonds such that the resulting Base Rental Payments due under the Lease Agreement in any Rental Period following such partial prepayment are sufficient to pay in such Rental Period the principal of and interest on all Bonds to remain Outstanding immediately after such partial redemption. If the City is not required to replace or repair the Property, or the affected portion thereof, or to use such amoun ts to redeem Bonds, in each case as set forth in the Indenture, then such proceeds shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to the Indenture and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Notwithstanding anything in the Indenture or in the 2026 Bonds, the Authority is not required to advance any moneys derived from any source other than the Base Rental Payments and other assets pledged under the Indenture for any of the purposes of the Indenture, whether for the payment of the principal of or interest on the 2026 Bonds or for any other purpose of the Indenture. Nevertheless, the Authority may, but is not required to, advance for any of the purposes of the Indenture any funds of the Authority which may be made available to it for such purposes.
583

12 THE 2026 BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY

FROM THE BASE RENTAL PAYMENTS AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE

AUTHORITY, THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE 2026 BONDS. THE AUTHORITY HAS NO TAXING POWER.

Title Insurance
Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows: (a) if the City determines that the title defect giving rise to such proceeds has not substantially inter fered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, such proceeds shall be remitted to the City upon written direction from the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in the Indenture and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, as directed in writing by the City.

Additional Bonds
The Authority may at any time issue one or more Series of Additional Bonds (in addition to the 2026 Bonds) payable from Base Rental Payments as provided in the Indenture on a parity with all other Bonds theretofore issued thereunder, but only subject to th e following conditions, which have been made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds has been authorized under and pursuant to the Indenture and has been provided for by a Supplemental Indenture which specifies the following:
(1) The application of the proceeds of the sale of such Additional Bonds; (2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds;
(3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that:
(i) the serial Bonds of such Series of Additional Bonds w ill be payable as to principal annually on March 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds will have annual mandatory sinking fund redemptions on March 1; (ii) the Additional Bonds will be payabl e as to interest semiannually on March 1 and September 1 of each year, except that the first installment of interest may be payable on either March 1 or September 1 and will be for a period of not longer than twelve months and the interest will be payable thereafter semiannually on March 1 and September 1; and (iii) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, will be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates; (4) The redemption premiums and terms, if any, for such Additional Bonds; (5) The form of such Additional Bonds; and
(6) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions of the Indenture;
(b) The Authority is in compliance with all agreements, conditions, covenants and terms contained in the Indenture, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; 584

13 (c) The City is in compliance with all agreements, conditions, covenants and terms contained in the Indenture, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and (d) The Ground Lease has been amended, to the extent necessary, and the Lease Agreement has been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment will be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period is in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition will be made by a Written Certificate of the City).

Nothing contained in the Indenture limits the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued thereunder will be Outstanding.

Base Rental Payments
General. In consideration of the lease and leaseback by the Authority of the Property and in consideration of the issuance of the 2026 Bonds by the Authority for the purpose of financing the 2026 Project, and subject to the provisions of the Lease Agreement relating to condemnation or damage (as described under the caption “—Abatement,” the City has agreed to pay to the Authority, its successors and assigns, as rental for the use and occupancy of the Property during each Fiscal Year, the Base Rental Payments (denominated into components of principal and interest) for the Property in the respective amounts specified in the Lease Agreement, to be due and payable each respective Base Rental Payment Date specified in the Lease Agreement.

Rental Payments, including Base Rental Payments, will be paid by the City to the Authority for and in consideration of the right to use and occupy the Lease and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.

Fair Rental Value. The City and the Authority have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period will constitute the total rental for said Rental Period.

Covenant to Budget and Appropriate. The City has covenanted to take such action as may be necessary to include all Rental Payments due under the Lease Agreement as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The covenants on the part of the City contained in the Lease Agreement will be deemed to be and will be construed to be duties imposed by law and it is the duty of each and every public official of the City to take such action and do such things as are required by law in the performance o f the official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Lease Agreement agreed to be carried out and performed by the City.

Limited Obligation. The obligation of the City to pay Base Rental Payments and other payments under the Lease Agreement constitutes a current expense of the City and will not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the City, nor does anything contained in the Lease Agreement constitute a pledge of the general tax revenues, funds or moneys of the City. Base Rental Payments due under the Lease Agreement will be payable only from current funds which are budgeted and appropriated, or otherwise legally available, for the purpose of paying Base Rental Payments or other payments due thereunder as consideration for use of the Property during the Fiscal Year for which such funds were budgeted and appropriated or otherwise made legally available for such purpose. The Lease Agreement will not create an immediate indebtedness for any aggregate payments which may become due thereunder. The City has not pledged the full faith and credit of the City, the 585

14 State or any agency or department thereof to the payment of the Base Rental Payments or any other payments due under the Lease Agreement, the 2026 Bonds or the interest thereon.

THE OBLIGATION OF THE CITY TO MAKE THE BASE RENTAL PAYMENTS DOES NOT

CONSTITUTE A DEBT OF THE CITY OR OF THE STATE, OR OF ANY POLITICAL SUBDIVISION

THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR

RESTRICTION, AND DOES NOT CONSTI TUTE AN OBLIGATION FOR WHICH THE CITY OR THE

STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

Additional Rental Payments
In addition to the Base Rental Payments, the City will pay when due the following items of Additional Rental Payments:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein; (b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees; (c) insurance premiums for all insurance required pursuant to the Lease Agreement; (d) any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; and (e) all other payments required to be paid by the City under the provisions of the Lease Agreement or the Indenture.

Amounts constituting Additional Rental Payments payable under the Lease Agreement will be paid by the City directly to the person or persons to whom such amounts are payable. The City will pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Abatement
Except as otherwise specifically provided in the Lease Agreement, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments will be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreemen t by virtue of any such interference, and the Lease Agreement will continue in full force and effect. The amount of such abatement will be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority will calculate such abatement and provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement will continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed; 586

15 and the term of the Lease Agreement will be extended as provided therein, except that the term will in no event be extended beyond the Maximum Lease Term.

Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments will not be abated as provided above but, rather, will be payable by the City as a special obligation payable solely from said funds and accounts.

See the caption “RISK FACTORS—Abatement.”
Substitution, Release of or Addition to the Property
The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement or to add additional property to the encumbrance of this Lease Agreement. All costs and expenses incurred in connection with such substitution or release or addition will be borne by the City. Notwithstanding any substitution or release of the Property pursuant to the Lease Agreement, there will be no reduction in or abatement of the Base Rental Payments due from the City thereunder as a result of such substitution or release or addition. Any such substitution or release of, or addition to, any portion of the Property is subject to the following specific conditions, which have been made conditions precedent to such substitution, release or addition:
(a) The City has delivered a certificate to the Trustee setting forth its findings that the Property, as constituted after such substitution or release or addition: (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period; and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds;
(b) With respect to any substitution or added Property, the City has obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering the Property, will be in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in the Lease Agreement; and (c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the San Bernardino County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted or added real property in the description of the Property contained in the Lease Agreement and in the Ground Lease.

Action on Default
Should the City default under the Lease Agreement, the Trustee, as assignee of the Authority under the Lease Agreement, may terminate the Lease Agreement and recover certain damages from the City, or may retain the Lease Agreement and hold the City liable for all Base Rental Payments thereunder on an annual basis, and will have the right to re-enter and re-let the Property.

Base Rental Payments may not be accelerated upon a default under the Lease Agreement. See the caption “RISK FACTORS—No Acceleration of Base Rental.”
For purposes of certain actions of 2026 Bond Owners under the Indenture and Lease Agreement, such as certain consents and amendments and the direction of remedies following default, such 2026 Bond Owners do not act alone and may not control such matters to the extent that such matters are not supported by the requisite number of the Owners of all Bonds and Additional Bonds, if any.

For a detailed description of events of default and permitted remedies of the Trustee (as assignee of the Authority) contained in the Lease Agreement and the Indenture, see Appendix B. 587

16 No Reserve Fund
A Reserve Fund has not been established for the 2026 Bonds.

Insurance
Commercial General Liability and Property Damage Insurance . The City will maintain or cause to be maintained, throughout the term of the Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies must provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property da mage occasioned by reason of the use or ownership of the Property. Said policy or policies must provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self -insurance by the City, provided that such self -insurance complies with the provisions of the Lease Agreement. The Net Insurance Proceeds of such liability insurance will be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance have been paid.

The City will also maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which includes coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improvements or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All c asualty insurance required to be maintained under the Lease Agreement may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations to maintain casualty insurance may be satisfied by self -insurance, provided that such self-insurance complies with the provisions of the Lease Agreement.

Workers’ Compensation Insurance. The City will maintain or cause to be maintained, throughout the term of the Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations to maintain workers’ compensation insurance may be satisfied by self-insurance, provided that such self-insurance complies with the provisions of the Lease Agreement.

Rental Interruption Insurance . The City will maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered by casualty insurance (as described in the second paragraph under the subcaption “—Commercial General Liability and Property Damage Insurance” above) in an amount sufficient at all times to pay an amount not less th an the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. The City is not permitted to self-insure its obligation to maintain rental interruption insurance.

The City will maintain property insurance in an amount sufficient to cover the loss or damage to any tenant improvements or betterments on the Property.

The insurance required by the Lease Agreement must be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant, to be adequate for the purposes thereof. 588

17 THE CITY
General
The City is located in southwestern San Bernardino County (the “County”), approximately 35 miles east of Los Angeles near the intersection of Interstates 10 and 15 in the area of southern California known as the “Inland Empire.” The City is adjacent to the cities of Upland, Montclair, Chino and Rancho Cucamonga. The City had a population of approximately 184,404 as of January 1, 2025 , and covers approximately 50 square miles. The City was incorporated in 1891 and is a general law city operating under a c ouncil/manager form of government. Further information concerning the City is set forth below and in Appendix A. The City provides a full range of services, including police and fire protection, construction and maintenance of streets, parks, water and sewer lines, traffic signals and other infrastructure, water, sewer and integrated waste services, recreation and community services and arts, cultural and social programs. The City also operates a municipal golf course, the convention center and the Toyota Arena, which opened in 2008.

Employees
As of June 30, 2025, the City had approximately 1,517 full-time equivalent employees, of which 1,377 worked in general government services and 140 worked for the City’s Municipal Utili ties Company (serving both the water system and the City’s municipal wastewater system). City employees are represented by seven labor associations which collectively represent approximately 1,325 employees. Relations between the City and its labor associations are governed by memoranda of u nderstanding (each, an “MOU”) that expire on June 30, 2027, with the exception of the American Federation of State, County and Municipal Employees Local 3061 (“AFSCME”), which has an MOU which expires on June 30, 2026, and the Association of Ontario Management Employees (“AOME”), which has an MOU which expires on June 30, 2026. A total of approximately 192 management and confidential employees are exempt from collective bargaining. Salaries for exempt employees are set by the City Council. The City has never experienced a strike, slowdown or work stoppage.

Government and Administration
The City operates under a council-manager form of government. Councilmembers and the Mayor are currently elected at large for four-year alternating terms. The City Treasurer and City Clerk are also elected by City voters. Beginning with the November 5, 2024 , Statewide election, two Councilmembers were elected by district, with the other two Councilmembers elected by district at the November 3, 2026, Statewide election; the Mayor continues to be elected Citywide.

The City Manager, appointed by the City Council, serves as the City’s chief administrative officer and is responsible for overseeing the daily operations of City departments and efficient management of all City business. Functions of the City Manager’s Of fice include coordination of the implementation of City Council policies and programs; providing overall direction to the departments that administer City programs and services; coordinating intergovernmental relations and legislative advocacy; and adminis tration of the City’s communications, media relations and public information programs.

Scott Ochoa has served as the City Manager since October 2017. In this capacity he leads the daily operation of City government. Prior to coming to the City, Mr. Ochoa served as the City Manager of Glendale, California and Monrovia, California. Mr. Ochoa has a Bachelor’s degree from Claremont McKenna College and a Masters in Public Administration degree from the University of Southern California.

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

James R. Milhiser has served as the elected City Treasurer since 1998. Mr. Milhiser has over 40 years of experience in financial services . He has a Bachelor’s degree from California State Polytechnic University, 589

18 Pomona, and successfully completed a three year program at Pacific Coast Banking School, held at the University of Washington.

Armen Harkalyan serves as the Executive Director of Finance of the City. Mr. Harkalyan was appointed Executive Director of Finance in January 2019. Prior to coming to the City, Mr. Harkalyan served as the Deputy Director of Finance and Revenue Manager for the City of Glendale, California. Mr. Harkalyan has a Bachelor’s degree from California State University, Los Angeles, and a Master’s degree from the University of Phoenix.

Ruben Duran has been City Attorney since 2020. Mr. Duran has been an attorney for more than 2 5 years in private practice specializing in municipal law. He has a Bachelor’s degree from the University of California, San Diego and a Juris Doctorate degree from University of California, Hastings.

Ontario International Airport
The City is home to Ontario International Airport (“ONT”). ONT is served by approximately 10 commercial carriers with connections to approximately 30 domestic and international destinations, including the only transpacific service for a Southern California airport other than the Los Angeles International Airport. It is also a major cargo airport given the City’s proximity to the large logistics and distribution hub in the Inland Empire.

ONT was developed prior to World War II and was owned by the federal government until 1967, when it was acquired by a joint powers authority , the members of which were the City and the City of Los Angeles Department of Airports (“LAWA”). LAWA operated ONT on behalf of the joint powers authority, eventually acquiring ONT outright in 1985.

In 2016, the City and the Ontario International Airport Authority (“ OIAA”), a joint powers authority the members of which are the City and the County, acquired ONT from LAWA and assumed operation and management of ONT. The City paid a portion of the purchase price of ONT to LAWA as well as salaries and legal, consulting and administrative fees associated with the negotiations leading up to the acquisition of ONT from LAWA. The payments made by the City for these purposes totaled $42,373,148 as of June 30, 2019, which amount has been written off by the City and recorded as a capital contribution by OIAA.

The City and OIAA have entered into a number of agreements related to the provision of law enforcement and fire protection services by the City for the benefit of ONT. Currently, approximately 73 police and other public safety officers provide law enforcement and fire protection services at ONT. The City’s charges to ONT for such services are intended to recoup the City’s associated expenses in providing such services.

CITY FINANCIAL INFORMATION
Accounting and Financial Reporting
The City maintains its accounting records in accordance with Generally Accepted Accounting Principles (“GAAP”) and the standards established by the Governmental Accounting Standards Board (“ GASB”). On a quarterly basis, a report is prepared for the City Council and City staff which reviews fiscal performance to date against the budget. Combined financial statements of the City and its component units are produced following the close of each Fiscal Year.

The City Council employs an independent certified public accountant who examines at least annually the financial statements of the City in accordance with generally accepted auditing standards, including tests of the accounting records and other auditing p rocedures as such accountant considers necessary. As soon as practicable after the end of the Fiscal Year, a final audit and report is submitted by the independent certified public accountant to the City Council.

The accounts of the City are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of 590

19 self-balancing accounts that comprise its assets, liabilities, fund equity, revenues and expenditures, or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled.

The City’s government -wide financial statements are reported using the economic resource measurement focus and the accrual basis of accounting, under which revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows.

The City’s governmental fund (including the General Fund) financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting, under which revenues are recognized as soon as they are both m easurable and available (i.e. collectible within the current period or soon enough thereafter to pay liabilities of the current period), and expenditures are recorded when a liability is incurred.

The General Fund is the general operating fund of the City. It is used to account for all financial resources except those that are required to be accounted for in another fund. Base Rental Payments will be paid from any legally available funds of the Ci ty. Tables 1 through 4 below set forth certain historical and current Fiscal Year budget information for the General Fund. Information on the remaining governmental funds of the City as of June 30, 2025, is set forth in Appendix C.

General Economic Condition and Outlook of the City
Fiscal Policies.

The City has adopted several policies which are designed to ensure the prudent and effective management of City operations, including a Fund Balance and Reserve Policy, Debt Management Policy, Capital Asset Management Policy, Economic Uncertainty Reserve, Strategic Plan, Cost Allocation Plan and Investment Policy. Further information about these policies is set forth below.

Fund Balance and Reserve Policy. The City Council adopted a Fund Balance and Reserve Policy on June 17, 2024, that forms the overall framework within which the City’s General Fund operating budget is formulated. The Fund Balance and Reserve Policy establishes the procedures for reporting unrestricted fund balances in the General Fund financial statements. Certain commitments and assignments of the fund balance will help ensure that there will be adequate financial resources to protect the City against unforeseen circumstances and events such as revenue shortfalls and unanticipated expenditures. The policy also authorizes and directs the Financial Services Agency to prepare financial reports which accurately categorize fund balance in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions.

Fund balance is essentially the difference between the assets, deferred outflows and deferred inflows of resources and liabilities reported in a governmental fund. There are five separate components of fund balance, each of which identifies the extent to which the City is bound to honor constraints on the specific purposes for which amounts can be spent:
• Nonspendable fund balance (inherently nonspendable, i.e., inventory) • Restricted fund balance (externally enforceable limitations on use, i.e., restricted by law or terms of grant)
• Committed fund balance (self-imposed limitations on use) • Assigned fund balance (limitation resulting from intended use) • Unassigned fund balance (residual net resources)
The City Council, as the City’s highest level of decision-making authority, may commit fund balances for specific purposes pursuant to constraints imposed by the adoption of a resolution. These committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified use through the same type of formal action that was originally taken to establish the commitment. City Council action to commit 591

20 fund balances must occur within the fiscal reporting period; however, the amount can be determined subsequently.

Amounts that are constrained by the City ’s intent to be used for specific purposes, but are neither restricted nor committed, are reported as assigned fund balances. Pursuant to the City budget guidelines and processes that are included in the annual operating budget documents , the City Council has delegated the authority to assign amounts to be used for specific purposes to the City Manager and/or the Executive Director of Finance for the purpose of reporting these amounts on the annual financial statemen ts and the annual and quarterly budgetary reports.

Included in the Fund Balance and Reserve Policy is a 20% Stabilization Plan. This plan reflects the goal of the City Council to achieve a minimum of 20% of annual General Fund appropriations as an assigned fund balance in the General Fund. Based on the c urrent year appropriations, the amount assigned to the 20% Stabilization Plan will either increase or decrease accordingly. This assigned balance is intended to be used for specific and defined emergency services and to minimize the potential for disrupti on of municipal services to citizens. As of June 30, 2025, the City’s General Fund had an assigned fund balance for the stabilization arrangement of $87.50 million, which achieved the 20% goal for Fiscal Year 2024-25. Currently, the assigned fund balance is approximately 20% of annual General Fund appropriations.

The General Fund is the only City fund that can report a positive unassigned fund balance; this is the residual positive net resources in excess of what can properly be classified in one of the other four categories.

Economic Uncertainty Reserve . In Fiscal Year 2019 -20, the City established an Economic Uncertainty Reserve with a target amount of $15,000,000. The Economic Uncertainty Reserve was established to smooth out revenue and expenditure contingencies. The reserve was initially funded with a deposit of $15,000,000 representing moneys transferred from the City’s other post -employment benefits fund. An additional $4,500,000 was added in Fiscal Year 2021 -22 and $500,000 was added in Fiscal Year 2022 -23 to bring the Economic Uncertainty Reserve to the current target of $20,000,000. As of June 30, 2025, the balance in the Economic Uncertainty Reserve was $20,000,000.

Debt Management Policy . The City has adopted a Debt Management Policy in accordance with California Government Code Section 8855 to establish guidelines and parameters for the effective governance, management and administration of debt issued by the City and its related entiti es and to ensure compliance with legislation, statutes and laws that place regulations on local agency debt. The following elements have been incorporated into this policy:
• The purposes for which debt may be incurred.
• The types of debt that may be issued.
• Assessment of debt limits generally and for General Fund-supported debt. • Debt structuring and issuance practices.
• Debt management practices, including the investment of proceeds and post -issuance compliance.

Capital Asset Management Policy. The City’s Capital Asset Management Policy is intended to: (1) describe the policies and procedures utilized in the City’s capital asset management system; (2) establish guidelines for accounting and depreciating the City’s capital assets; and (3) list and describe suitable capital assets and their estimated useful life.

The primary goals of the Capital Asset Management Policy are (i) to ensure that the City’s capital assets are properly accounted for; (ii) to establish a consistent and cost-effective method for accounting for the City’s capital assets; and (iii) to assure compliance with GAAP.

Five Year Forecast. In the wake of the 2008 financial crisis, the City developed a Five -Year Budget Action Plan (the “Action Plan”), which was designed to minimize the negative impacts of the global 592

21 economy on the City’s fiscal health so that the City could continue to preserve public safety levels, meet community and cultural needs and deliver capital projects.

The Action Plan included budget cuts in non -essential expenditures, partnering with vendors and suppliers to limit cost increases, freezing vacant positions, transferring City staff from General Fund-supported positions to vacant positions with funding sou rces and negotiating with employee groups to forgo contracted raises and merit increases. Implementation of the Action Plan enabled the City to manage its finances after the 2008 financial crisis without layoffs and furloughs and by using accumulated reserves to balance its budgets.

The Action Plan covered a five -year period that ended in 2015, however, the City has continued to utilize the tools that it developed during the Action Plan and now refers to a Five Year Forecast to assist in managing the City’s finances during future economic recessions.

Strategic Plan. The City’s Strategic Plan, which serves as a framework for developing the City’s budget, includes the following goals established by the City Council:
• Invest in the Growth and Evolution of the City’s Economy. • Maintain the Current High Level of Public Safety.
• Operate in a Businesslike Manner.
• Pursue City’s Goals and Objectives by Working with Other Governmental Agencies. • Focus Resources in Ontario’s Commercial and Residential Neighborhoods. • Invest in the City’s Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities).
• Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities.
• Ensure the Development of a Well Planned, Balanced, and Self -Sustaining Community in Ontario Ranch.

Fiber Optic Master Plan. The City is also developing a Fiber Optic Master Plan to guide the design, construction and operation of a fiber optic backbone infrastructure. The fiber optic network is intended to create cost -effective, secure, fast and reliable communications capabili ties throughout the City. The first customer was connected in 2015 and there are currently more than 1,400 residential users and 250 commercial customers. The City continues to increase and improve its wide fiber and wireless solutions.

Cost Allocation Plan. The City’s Cost Allocation Plan is a basic information tool in a number of financial and budgetary decision-making situations. The Cost Allocation Plan can be used to identify indirect costs incurred by the City in administering and providing support s ervices to special projects, funds and contracts. By identifying total project costs, the Cost Allocation Plan can be used to determine the level of support and to reimburse the General Fund for the indirect costs incurred.

An indirect cost rate is a means for determining fairly and conveniently, within the boundaries of sound administrative principles, what proportion of indirect costs each project or activity should bear. It is the ratio of total indirect expenses to a direct cost base. By applying the indirect cost rate to any particular cost objective, the total cost of the project or activity can be calculated. Indirect costs are categorized as Departmental Overhead and General & Administrative (“ G&A”) expenses. Departmental Overhead is allocated on the basis of direct personnel costs, while G&A is allocated based on the total project or activity costs (excluding G&A).

The Cost Allocation Plan is utilized in charging the City’s utility funds, including water, sewer and integrated waste, for the costs of General Fund administrative activities that benefit such utility funds. The Cost Allocation Plan is updated on an annual basis.

Cash Flow Management. The City maintains a robust capital improvement program to manage cash flow and prioritize capital projects. To do so the City meets bi -weekly to review and plan cash flow and, separately, meets bi -weekly with the budget department to discuss pending e xpenditures versus budget. In addition to the bi -weekly meetings, the City Finance Department meets quarterly with the City’s elected 593

22 Treasurer, the City Manager, and the Chief Financial Officer to review the investment and cash flow strategy.

Additionally, the City Finance Department meets regularly with the Public Works Department to determine each capital project’s status. Based on these meetings City management determines the priority of the project expenditures.

The City’s Investment Policy is discussed below.

Summary of General Fund Results and Budgets. As of June 30, 2025, the General Fund had a year- end surplus (revenues in excess of expenditures) of $12, 436,171 (inclusive of interfund transfers), which was significantly more than the year -end surplus of $3.3 million that was projected in the Fiscal Year 2024 -25 General Fund budget.

For Fiscal Year 2025 -26, the amended General Fund operating budget projects revenues of $ 457.8 million, which is approximately $0.9 million above audited Fiscal Year 2024-25 revenues. The amended Fiscal Year 2025-26 General Fund operating budget projects expenditures of $ 451 million, which is approximately $6.6 million ( 1.48%) above audited Fiscal Year 2024 -25 expenditures. [THIRD QUARTER BUDGET UPDATE TO COME]
See the caption “—Budget Procedure, Current Budget and Historical Budget Information” for additional information relating to the adopted and amended budget for Fiscal Year 2025-26.

Budget Procedure, Current Budget and Historical Budget Information Budget Timeline. The City’s Fiscal Year 2025-26 budget was approved on June 18, 2025. The budget includes all funding sources of the City, including the General Fund and the Ontario Housing Authority. The City’s budget process is described below.

The Ontario Municipal Code requires that the City Manager present the annual operating budget to the Mayor and City Council for approval. The City’s Financial Services Agency (i.e., department), under the direction of the Executive Director of Finance, is responsible for compiling the estimated revenues and appropriations for the City Manager. Prior to the beginning of each Fiscal Year, the Mayor and City Council adopts the Annual Operating Budget at a public budget workshop.

The development of the Annual Operating Budget begins in February with the dissemination of budget preparation guidelines, including policies and procedures to ensure that the preparation of the budget conforms to fiscal policies and guidelines established by the Mayor and City Council. Following the distribution of the budget development guidelines, a budget “kick-off’ meeting is held with department heads and other key City staff members to review the budget development guidelines.

Before department budget requests are submitted to the City Manager, the Financial Services Agency’s Budget Office reviews and analyzes all department budget requests. This review includes a comparative analysis of historical and current expenditure levels. The City Manager and Budget Office staff then hold budget meetings with each department head to discuss the budget requests and obtain additional information to assist in the assessment of the requests. Following the meetings, the Budget Office adjust s line item requests in accordance with the City Manager’s direction. Finally, the budget is presented to the Mayor and City Council for consideration and approval at a public budget workshop.

The City Council can make amendments to an adopted budget at any time during a Fiscal Year.

Quarterly budget update reports include appropriation adjustments and revised revenue projections as needed.

The City Manager may authorize budget transfers between line items, programs and agencies within a fund as long as the total budget has not exceeded the amount approved by City Council. Budgetary changes between funds require City Council approval.
594

23 A summary of the actions taken during the budgetary process is set forth below:

CITY OF ONTARIO

BUDGET PROCESS

Source: City.

Set forth in Table 1 are recent General Fund budgets and results of the City, including transfers in and out. During the course of each Fiscal Year, the budget is amended and revised as necessary by the City Council. 595

24 TABLE 1

CITY OF ONTARIO

GENERAL FUND BUDGETS AND RESULTS

Fiscal Year
2023-24
Adopted Budget
Fiscal Year
2023-24
Amended Budget
Fiscal Year
2023-24
Audited Results
Fiscal Year
2024-25
Adopted Budget
Fiscal Year
2024-25
Amended Budget
Fiscal Year
2024-25
Audited Results
Fiscal Year
2025-26
Adopted Budget
Fiscal Year
2025-26
Amended Budget
Revenues
Property Taxes $62,219,000 $70,584,000 $69,404,912 $74,525,000 $74,775,000 $73,741,868 $79,350,000 $79,350,000 Property Taxes In Lieu 27,191,000 29,549,314 29,560,538 31,725,000 31,725,000 31,793,109 33,675,000 33,675,000 Sales Tax 226,857,000 187,142,000 184,307,995 194,375,000 197,150,000 203,410,213 204,715,000 213,215,000 Franchise Taxes 3,555,000 4,000,000 4,456,617 4,250,000 3,950,000 3,567,973 4,750,000 4,750,000 Transient Occupancy Tax 16,500,000 16,500,000 16,625,996 17,000,000 17,000,000 16,671,971 18,000,000 18,000,000 Business License Tax 8,914,000 9,264,000 10,902,568 10,150,000 10,150,000 10,718,444 11,500,000 11,500,000 Other Taxes 5,000,000 5,800,000 5,883,421 5,500,000 5,950,000 5,359,829 6,200,000 6,200,000 Licenses and Permits 8,477,000 8,477,000 7,879,656 7,057,000 7,057,000 10,817,111 7,685,160 7,685,160 Intergovernmental 23,299,481 23,144,061 23,173,611 18,260,721 17,548,589 17,980,405 11,122,947 11,122,947 Fines and Forfeitures 741,000 901,000 1,141,324 901,000 901,000 1,419,576 996,000 996,000 Use of Money and Property 1,401,379 1,487,379 5,137,055 1,480,000 1,480,000 6,549,559 1,615,000 1,615,000 Charges for Services- ONT 21,529,369 22,723,451 22,723,450 24,500,591 23,866,579 23,866,579 24,821,242 24,821,242 Charges for Services 28,875,200 28,307,118 32,659,893 30,494,370 30,661,295 31,006,331 33,897,117 33,917,117 Other Revenue 2,020,000 5,651,773 7,098,255 5,647,747 15,963,259 16,556,435 6,905,457 8,553,479 Transfers In 2,000,000 15,000,000 17,000,000 3,000,000 3,459,374 3,459,374 2,000,000 2,433,378 Total Revenues $438,579,429 $428,531,096 $437,955,291 $428,866,429 $441,637,096 $456,918,777 $447,232,923 $457,834,323

Expenditures
General Government $42,805,793 $44,125,417 $38,712,927 $44,078,515 $44,954,620 $42,124,271 $32,188,584 $32,142,238 Public Safety 219,976,081 221,468,253 230,431,183 235,219,570 234,142,308 238,241,478 244,835,463 245,069,535 Community Development 83,697,907 90,470,377 85,809,117 79,992,747 76,149,251 79,095,855 79,267,574 79,329,982 Public Works 10,573,585 11,081,094 9,460,576 20,992,839 33,735,177 31,718,260 34,702,647 34,825,777 Debt Service - - 3,289,102 - - 3,425,357 - -
Transfers Out 70,874,441 71,494,441 60,311,783 47,146,250 49,338,582 49,877,385 56,238,655 59,672,033 Total Expenditures $427,927,807 $438,639,582 $428,014,688 $427,429,921 $438,319,938 $444,482,606 $447,232,923 $451,039,565

Excess (Deficiency) of
Revenues
Over (Under) Expenditures
$10,651,622 $(10,108,486) $9,940,603 $1,436,508 $3,317,158 $12,436,171 - $6,794,758

Sources: Adopted budgets of the City for Fiscal Years 2023-24 through 2025-26; audited financial statements of the City for Fiscal Years 2023-24 and 2024-25.

596

25 Change in Fund Balance of the City General Fund
Set forth in Table 2 are the City’s General Fund statements of revenues, expenditures and changes in fund balance for the last five Fiscal Years.

TABLE 2

CITY OF ONTARIO

GENERAL FUND STATEMENT OF

REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE
2021 2022 2023 2024 2025

Revenues
Property Taxes(1) $50,622,447 $55,463,804 $63,349,812 $69,404,912 $73,741,868 Property Taxes In Lieu (2) 21,557,460 23,564,478 26,634,620 29,560,538 31,793,109 Sales Tax 105,424,829 129,332,341 140,501,064(3) 184,307,995 203,410,213 Franchise Taxes 3,251,867 3,561,004 4,337,193 4,456,617 3,567,973 Transient Occupancy Tax 10,614,109 16,400,754 16,964,564 16,625,996 16,671,971 Business License Tax 8,559,248 8,856,928 9,729,862 10,902,568 10,718,444 Other Taxes 3,507,185 5,997,517 5,572,064 5,883,421 5,359,829 Licenses and Permits 8,423,831 10,772,502 12,608,106(4) 7,879,656 10,817,111 Intergovernmental 15,484,677 15,306,488 16,401,508 23,173,611(5) 17,980,405 Fines and Forfeitures 656,407 1,060,576 959,216 1,141,324 1,419,576 Use of Money and Property 1,066,572 (2,618,811) 1,224,323 5,137,055 6,549,559 Charges for Services-
ONT(6)
16,292,913 19,371,918 20,902,300 22,723,450 23,866,579 Charges for Services(7) 15,429,490 28,071,740 31,021,010 32,659,893 31,006,331 Other Revenue 13,644,767 9,466,875 6,589,628 7,098,255 16,556,435 Total Revenues $274,535,802 $324,608,114 $356,795,270 $420,955,291 $453,459,403

Expenditures
General Government $29,847,243 $33,878,368 $29,686,747 $38,712,927 $42,124,271 Public Safety 169,458,528 194,515,870 196,602,479 230,431,183(9) 238,241,478 Community
Development(11)
36,989,671 39,299,440 63,535,293 85,809,117 79,095,855 Public Works 13,535,675 13,895,991 8,908,679 9,460,576 31,718,260(12) Debt Service 3,887,687 1,681,331 3,953,662 3,289,102 3,425,357 Total Expenditures $253,718,804 $283,271,000 $302,686,860 $367,702,905(8) $394,605,221

Excess (Deficiency) of
Revenues
$20,816,998 $41,337,114 $54,108,410 $53,252,386 $58,854,182 Over (Under) Expenditures

Other Financing Sources
(Uses)

Transfers In $13,474,393 $2,508,769 $2,000,000 $17,000,000 $3,459,374 Transfers Out (15,140,552) (58,025,730) (80,167,806) (60,311,783) (49,877,385) Other financing sources - 17,476 - - Total other financing sources
(uses)
$(1,666,159) $(55,516,961) $(78,150,330) $(43,311,783) $(46,418,011) Net Change in Fund Balances $19,150,839 $(14,179,847) $(24,041,920) $9,940,603 $12,436,171

Fund Balances, Beginning of
Year
$107,338,096 $128,162,049(10) $113,982,202 $89,940,282 $99,880,885 Fund Balances, End of Year $126,488,935 $113,982,202 $89,940,282 $99,880,885 $112,317,056 ________________________
(1) Property tax revenues include residual incremental property taxes from former redevelopment agency and penalties. (2) See the caption “—State of California Motor Vehicle In-Lieu Payments.” (3) Measure Q local services sales tax increase of 1.0% effective 4/1/2023. (4) Licenses and permits revenue increase in 2023 due to pulled permits for large commercial projects. (5) American Rescue Plan Act (ARPA) revenue recognition in 2024. (6) Revenue is generated by the public safety services provided by the City to ONT. Public safety service contracts with Ontario International Airport Authority (OIAA) increased in 2024.
(7) Includes fees for plan checks and other planning related services, recreational program fees, Special District, Toyota Arena and Convention Center service charges. Increased CFD contributions to General Fund Services in 2024 due to increased development. Also, increase in number of events held at Toyota Arena and the Convention Center resulted in increased security revenue. (8) Increases to personnel expenditures due to an increase in the number of positions, vacant positions being filled, and labor c ontractual increases.
(9) Public Safety increase due to footnote 8 above and the opening of a new Fire Station located in Ontario Ranch, resulting in t he addition of new personnel and equipment.
(10) Beginning Fund Balance, as restated.
(11) Increase in development projects from Fiscal Year 2022-23 and 2023-24. (12) Increase due to Engineering moving from Community Development to Public Works in Fiscal Year 2024-25. 597

26 General Fund Balance Sheets of the City
Set forth in Table 3 are the City’s General Fund balance sheets for the last five Fiscal Years.

TABLE 3

CITY OF ONTARIO

GENERAL FUND BALANCE SHEETS
2021(1) 2022 2023 2024 2025
Assets
Cash and Investments $ 79,898,830 $ 58,992,190 $80,525,740 $ 72,817,759 $4,927,339(1) Receivables
Accounts 29,751,184 40,313,187 42,236,552 50,966,077 9,863,309 Taxes 241,320 1,461,851 - 87,958 41,963,140
Notes and Loans 63,000 66,851 60,373 365,462 48,000
Leases - 3,045,533 2,731,213 2,679,513 2,436,275
Accrued Interest 607,249 512,326 648,798 534,768 691,772 Prepaid Costs 161,659 158,153 140,299 397,755 506,569
Deposits 92,400 - -
Due from Other Governments 809,285 - - 4,951,505 11,309,560 Due from Other Funds - 3,701,965 9,490,170 20,739,430 88,588,804(1) Advances to Other Funds 56,120,738 54,040,183
Advances to Successor Agency 3,500,000 3,500,000 3,500,000 3,500,000 3,500,000 Restricted Cash and Investments - - -
Inventories 301,530 282,742 253,007 259,474 255,731 Total Assets 171,547,195 $166,074,692 $139,586,152 $157,299,701 $164,090,499 Liabilities, Deferred Inflows of
Resources and Fund Balances

Liabilities
Accounts Payable $ 13,055,785 $ 7,126,415 $ 9,813,476 $ 14,006,703 $13,105,487 Accrued Liabilities 3,687,718 5,182,079 5,193,921 9,575,824 12,659,097 Unearned Revenues 12,862,997 21,579,294 17,606,106 9,260,625 3,308,917 Deposits Payable 15,239,488 15,251,827 14,446,446 16,729,265 18,280,305 Due to other Governments - - - - 1,488
Total Liabilities $ 44,845,986 $ 49,139,615 $ 47,059,949 $ 49,572,417 $47,355,294 Deferred Inflows of Resources
Unavailable Revenues $ - $ - $ - $ 5,411,969 $2,357,840 Leases - 2,952,875 2,585,921 2,434,430 2,060,309 Total Deferred Inflows of Resources $ - $ 2,952,875 $ 2,585,921 $ 7,846,399 $4,418,149 Fund Balances
Nonspendable $ 4,001,189 $ 57,981,078 $ 3,893,306 $ 4,522,691 $ 4,310,300 Restricted 361,579 361,579 373,447 383,445 395,780
Committed - - - -
Assigned 122,338,441 55,639,545 85,673,529 94,974,749 107,610,976 Unassigned - - - - - Total Fund Balances $126,701,209 $113,982,202 $ 89,940,282 $ 99,880,885 $112,317,056 Total Liabilities, Deferred Inflows of
Resources and Fund Balances $171,547,195 $166,074,692 $139,586,152 $157,299,701 $164,090,499

(1) Cash was used for capital programs and was repaid from Due from Other Funds.

Sources: Audited financial statements of the City.

Property Taxes
Property tax receipts of $105,534,977 (including motor vehicle license fee in-lieu payments, which are discussed under the caption “ —State of California Motor Vehicle In -Lieu Payments”), provided the second largest tax revenue source of the City in Fiscal Year 2024-25, contributing approximately 30.6% of General Fund tax revenues and approximately 23.1% of total General Fund revenues during Fiscal Year 2024-25.

Property in the State which is subject to ad valorem taxes is classified as “secured” or “unsecured.” The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax that is levied on unsecured property may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to State law on the secured property, regardless of the time of the creation of other liens. 598

27 The exclusive means of compelling the payment of delinquent taxes with respect to secured property is the sale of the property securing the taxes for the amount of taxes that are delinquent. The taxing authority has three methods of collecting unsecured p ersonal property taxes: (1) filing a civil action against the taxpayer; (2) obtaining a judgment lien on certain property of the taxpayer from the county clerk or county recorder; and (3) seizing and selling personal property, improvements or possessory in terests belonging or taxable to the assessee.

A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, beginning on the July 1 following a delinquency, interest begins accruing at the rate of

1.5% per month on the amount delinquent. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to the delinquent taxes or property on the unsecured roll, and an additional p enalty of 1.5% per month accrues with respect to such taxes beginning on the varying dates related to the tax billing date.

State law also provides for the supplemental assignment and taxation of property as of the occurrence of a change in ownership or completion of new construction. Collection of taxes based on supplemental assessments occurs throughout the year. Taxes due are prorated according to the amount of time remaining in the tax year.

For a number of years, the State Legislature shifted property taxes from cities, counties and special districts to the Educational Revenue Augmentation Fund (“ERAF”). In Fiscal Years 1993 and 1994, in response to serious budgetary shortfalls, the State Legislature and administration permanently redirected over $3 billion of property taxes from cities, counties, and special districts to schools and community college districts pursuant to ERAF shifts. The Fiscal Year 2004-05 State Budget included an additional $1.3 billion shift of property taxes from certain local agencies, including the City, in Fiscal Years 2004-05 and 2005-06.

On July 27, 2009, the Governor signed a revised Fiscal Year 2010 State budget that included an ERAF shift of approximately 8% of 1% ad valorem property tax revenues from certain local agencies, including the City.

On November 2, 2010, State voters approved Proposition 22, which (i) prohibits the State of California from shifting or delaying the distribution of funds from special districts to schools and community colleges; (ii) eliminates the authority to shift property taxes temporarily during a severe financial hardship of the State; and (iii) restricts the State’s authority to use fuel tax revenues to pay debt service on transportation bonds, to borrow or change the distribution of fuel tax revenues or to use vehicle license fee revenues to reimburse local governments for state-mandated costs.

Despite the passage of Proposition 22, there can be no assurance that 1% ad valorem property tax revenues which the City currently expects to receive will not be temporarily shifted from the City or reduced pursuant to State legislation enacted. See the caption “STATE OF CALIFORNIA BUDGET INFORMATION.” If the property tax formula is permanently changed in the future, it could have a material adverse effect on the receipt of its share of 1% ad valorem property tax revenues by the City. 599

28 Set forth in Table 4 are the secured and unsecured assessed valuations for property in the City for the last ten Fiscal Years, including valuations attributed to the City’s redevelopment successor agency.

TABLE 4

CITY OF ONTARIO
ASSESSED VALUATION HISTORY(1)

City Successor for Redevelopment Agency
Fiscal Year
Ended
June 30 Secured Unsecured
Less:

Exemptions
Taxable
Assessed
Value Secured Unsecured
Taxable
Assessed
Value
Total
Direct
Tax Rate
2016 13,124,582 2,611,079 (105,864) 15,629,797 4,494,605 786,273 5,280,877 1.0035 2017 13,781,901 2,543,624 (109,080) 16,216,435 4,697,741 781,204 5,478,946 1.0035 2018 14,844,332 2,624,317 (108,915) 17,359,734 5,060,484 781,204 5,841,689 1.0035 2019 16,575,762 2,814,842 (108,701) 19,281,903 5,458,072 781,204 6,239,276 1.0035 2020 18,181,749 2,910,729 (110,654) 20,981,823 5,754,326 781,204 6,535,530 1.0035 2021 19,529,581 3,147,303 (111,223) 22,565,661 6,217,924 781,204 6,999,129 1.0035 2022 21,666,906 3,257,643 (112,096) 24,812,452 6,723,763 781,204 7,504,967 1.0035 2023 25,470,365 2,423,770 (109,103) 27,785,032 7,347,228 982,294 8,329,522 1.0035 2024 28,446,187 2,547,814 (109,714) 30,884,287 8,045,807 1,071,101 9,116,908 1.0035 2025 30,616,338 2,834,230 (112,755) 33,337,813 8,570,890 1,110,790 9,681,681 1.0035 __________________________
(1) Figures are in thousands of dollars.

Sources: San Bernardino County Assessor Combined Tax Rolls. 600

29 Set forth in Table 5 are property tax collections and delinquencies in the City as of June 30 for the last ten Fiscal Years. Although the County has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (known as the Teeter Plan), as provided for in Section 4701 et seq. of the Revenue and Taxation Code of the State, the City does not participate in such plan. As a result, the City is exposed to the risk of property tax payment delinquencies but receives pena lties and interest on delinquent collections. The City also receives supplemental taxes throughout the year.

TABLE 5

CITY OF ONTARIO

PROPERTY TAX LEVIES AND COLLECTIONS
Fiscal Year
Total
Tax Levy
Collections within
the Fiscal Year
of Levy(1)
Percent of Levy
Collected within the
Fiscal Year of Levy
Collections in
Subsequent Years
Percent of Levy
Collected to Date
2016 $27,397,660 $27,022,201 98.63% $755,577 101.39%
2017 28,598,396 28,237,630 98.74 628,491 100.94
2018 30,476,605 30,258,907 99.29 662,586 101.46
2019 33,855,137 33,811,751 99.87 275,397 100.69
2020 36,873,998 36,420,730 98.77 332,350 99.67
2021 39,726,163 39,415,629 99.22 341,296 100.80
2022 43,670,142 43,624,885 99.87 496,967 101.01
2023 49,348,272 49,693,817 100.70 948,837 102.62
2024 55,422,768 54,818,657 98.91 1,336,307 101.32
2025 59,621,511 58,477,865 98.08 641,505 99.16

(1) The amounts shown in this column do not reflect property tax revenues that are attributable to the City’s redevelopment successor agency.

Source: Annual Comprehensive Financial Report of the City for Fiscal Year Ended June 30, 2025.

Information with respect to the ten largest property taxpayers in the City as s hown on the Fiscal Year 2024-25 tax roll is set forth in Table 6.

TABLE 6

CITY OF ONTARIO

TEN LARGEST PROPERTY TAXPAYERS
Taxpayer
2025 Taxable
Assessed Valuation
% of Total
Assessed
Valuation
Prologis $1,444,649,458 3.34%
United Parcel Service Company 802,148,801 1.85
Ontario Mills LP 447,188,449 1.03
Costco Wholesale Corporation 409,537,219 0.95
Ontario Land Ventures LLC 388,296,844 0.90
Palmer Ontario Properties LP 382,773,034 0.88
Rexford Express Corporation 372,877,497 0.86
DPIF3 Calif. 36 Ontario Ranch 352,878,628 0.82
Federal Express Corporation 348,391,986 0.81
ELV Phase ½ LLC 347,200,458 0.80
Total Top Ten Taxpayers $5,295,942,374 12.24%

Source: HDL, Coren & Cone
Sales Taxes
Sales tax receipts of $ 203,410,213 provided the largest tax revenue source for the City in Fiscal Year 2024-25, contributing approximately 58.9% of General Fund tax revenues and approximately 44.5% of total 601

30 General Fund revenues during Fiscal Year 2024-25. Retail sales at the Ontario Mills Mall and automobile sales at the Ontario Auto Center contribute significantly to such receipts. Additionally, a large increase in sales tax receipts was due to the recent passage of Measure Q, the one percent additional sales tax in Ontario that became effective April 1, 2023.

A sales tax is imposed on retail sales or consumption of personal property and collected and distributed by the California Department of Tax and Fee Administration (the “ CDTFA”). The basic sales tax rate is established by the State Legislature, and local overrides may be approved by voters. The current sales tax rate in the City is 8.75%.

Transient Occupancy Taxes
Transient occupancy tax receipts of $16,671,971 provided the fourth largest tax revenue source for the City in Fiscal Year 2024-25, contributing approximately 4.8% of General Fund tax revenues and approximately

3.6% of total General Fund revenues during Fiscal Year 2024-25. Hotel guests are subject to a transient occupancy tax assessed at a rate of 11.75% of the room rental rates. The City is a popular leisure and conference destination in the Inland Empire, having both a sports and entertainment arena and a Convention Center.

Other Taxes
Other taxes collected by the City include parking taxes, property transfer taxes, franchise taxes and business license taxes. Parking taxes are levied at the rate of $1.75 per vehicle per day or 12.5% of monthly parking charges. Nearly 80% of the City’s parking tax revenues come from parking structures at ONT.

Franchise taxes are levied on gas, electric, cable television and fiber optic service providers within the City.

Business license taxes are based on either a flat rate or a gross receipts basis.

Services
Charges of $54,872,910 collected for services provided by the City in Fiscal Year 2024-25, including but not limited to fees for plan checks and other planning services, police services and recreational program fees, provided approximately 12.0% of General Fund revenues during Fiscal Year 2024-25. The largest proportion of such charges consists of payments received from the operator of ONT for law enforcement and fire protection services provided by the City at ONT at $23,866,579 for Fiscal Year 2024-25. Additionally, the City receives moneys from community facilities districts which pay for public safety and public maintenance services.

Amounts received from community facilities districts were $9,417,637 for Fiscal Year 2021-22; $10,667,454 for Fiscal Year 2022-23; $13,509,864 for Fiscal Year 2023-24 and $13,044,381 for Fiscal Year 2024-25.

State of California Motor Vehicle In-Lieu Payments
The State imposes a Vehicle License Fee (the “ VLF”), which is the portion of the fees paid in lieu of personal property taxes on a vehicle. The VLF is based on vehicle value and declines as the vehicle ages. Prior to the adoption of the Fiscal Year 2004 -05 State Budget, the VLF was 2% of the value of a vehicle. Through legislation in prior Fiscal Years, the State enacted VLF reductions under which the State was required to “backfill” local governments for their revenue losses resulting from the lowered fee. The Fiscal Year 2004-05 State Budget permanently reduced the VLF from 2% to 0.65% of the value of a vehicle and deleted the requirement for backfill payments, providing instead that the amount of the backfill requirement will be met by an increase in the property tax allocation to cities and counties. See the caption “STATE OF CALIFORNIA BUDGET INFORMATION.”
602

31 VLF receipts, comprising Property Tax and In Lieu amounts, totaled $31,793,109 in Fiscal Year 2024-

25. Such revenues provided the third largest tax revenue source for the City in Fiscal Year 2024-25, contributing approximately 9.2% of General Fund tax revenues and approximately 7.0% of total General Fund revenues.

TABLE 7

CITY OF ONTARIO

STATE OF CALIFORNIA MOTOR VEHICLE IN-LIEU PAYMENTS
Source 2021 2022 2023 2024 2025
Motor Vehicle In-Lieu Payments $21,691,584 $23,774,739 $26,634,620 $29,560,538 $31,793,109

Source: City.

Federal Funding
The City receives funding from the federal government for several programs, including CDBG and HOME, Asset Forfeiture, and various grants for a total of approximately $4.37 million for Fiscal Year 2025-26.

The City has received notification that the federal grants are earmarked for funding. See “RISK FACTORS – Federal Funding,” herein.

Other Indebtedness
The table below shows outstanding long-term obligations of the City’s General Fund. Below the table is a brief narrative of each obligation.

CITY OF ONTARIO

OUTSTANDING LONG TERM GENERAL FUND OBLIGATIONS

Long-Term Debt

Issuance Date

Maturity Date

Interest Rate
Principal
Balance as of
June 30, 2025
2017 Lease Revenue Refunding Bonds July 11, 2017 November 1, 2042 2.0%- 5.0% $22,835,000 2020 Pension Obligation Bonds May 21, 2020 June 1, 2050 1.971%- 3.979% 211,155,000 2020 Lease/Purchase Agreement September 30, 2020 November 1, 2040 2.320%- 2.961% 25,427,795 2021 California Energy Commission Loan May 11, 2021 June 22, 2031 1.00% 1,982,699 2021 Lease/Purchase Agreement August 11, 2021 August 12, 2042 3.55% 16,747,158 2021 Lease Revenue Refunding Bonds December 16, 2021 October 1, 2043 0.665%- 3.283% 31,380,000 2022 Lease Revenue Bonds June 15, 2022 November 1, 2052 5.00% 88,090,000 2024 Land Purchase Agreement July 11, 2024 January 5, 2034 4.56% 25,780,709 2024 Land Purchase Agreement September 12, 2024 January 4, 2034 4.75% 16,756,998 2025 Lease Revenue Bonds May 29, 2025 November 1, 2055 5.00% 192,435,000 TOTAL $632,590,359

Issued after June 30, 2025 Issuance Date Maturity Date Interest Rate Issuance Amount 2025 Lease Purchase Agreement July 29, 2025 August 1, 2035 4.32% $7,100,000 2026 Lease Revenue Bonds Series A February 26, 2026 October 1, 2056 3.658%-5.639% 161,271,000 2026 Lease Revenue Bonds Series B February 26, 2026 October 1, 2043 5.000% 34,415,000 2026 Lease Financing April 27, 2026 April 1, 2031 3.000% 84,000,000 TOTAL $286,786,000

General Fund-Supported Debt.
2017 Bonds. In July 2017, the Authority issued the 2017 Bonds to refinance certain capital improvements of the City. The 2017 Bonds mature on November 1, 2042 and bear interest at rates varying from 2% to 5% per annum. The 2017 Bonds are payable from rental payments payable from the City to the Authority under the Original Lease Agreement. As of June 30, 2025, the 2017 Bonds were outstanding in the aggregate principal amount of $22,835,000.
603

32 2020 Bonds. In May 2020, the City issued its 2020 Taxable Pension Obligation Bonds (the “2020 Bonds”) to pay a portion of the City’s unfunded pension liabilities. The 2020 Bonds mature on June 1, 2050, and bear interest at rates varying from 1.971% to 3.979% per annum. The 2020 Bonds are payable from legally available funds of the City, including the General Fund. As of June 30, 2025, the 2020 Bonds were outstanding in the aggregate principal amount of $211,155,000. 2020 Lease/Purchase Agreement . In September 2020, the City entered into a tax-exempt lease/purchase agreement and a taxable lease/purchase agreement (previously defined as the “ 2020 Lease/Purchase Agreements”) with Banc of America Public Capital Corp . and Banc of America Leasing & Capital, LLC, respectively, to finance certain energy efficiency improvements to City facilities , including the Arena (see the caption “THE PROPERTY – General – Toyota Arena”). The agreement matures in 2040 and bears interest at rates of 2.320% (tax -exempt component) and 2.961% (taxable component). The 2020 Lease/Purchase Agreement is payable from legally available funds of the City, including the General Fund; the City notes that the financed improvements are expected to generate energy efficiency cost savings for the General Fund. As of June 30, 2025, the 2020 Lease/Purchase Agreement was outstanding in the principal amount of $25,427,795.
2021 Energy Commission. In June 2021, the City entered into a direct borrowing loan agreement with the California Energy Commission in the amount of $2,898,220. The purpose of the loan is to provide funding for the installation of LED lights. The loan bears a 1% interest rate an d is due in semi-annual payments in December and June through June 2031. Annual payments are $341,295 and the obligation matures in 2031. As of June 30, 2025, the outstanding principal amount was $1,982,699. 2021 Lease/Purchase Agreement . In August 2021, the City entered into a lease/purchase agreement (the “ 2021 Lease/Purchase Agreement ”) with Citizens Business Bank to finance certain improvements to the City’s broadband fiber optic network. The agreement matures in 2042 and bears interest at the rate of 3.55% per annum. The 2021 Lease/Purchase Agreement is payable from legally available funds of the City, including the General Fund, although the primary repayment source is expected to be the City’s Broadband/Fiber Optic Fund. As of June 30, 2025, the outstanding principal amount was $16,747,158. 2021 Bonds . In December 2021, the Authority issued its 2021 Lease Revenue Refunding Bonds, Series A (Federally Taxable) (the “2021 Bonds”) to refinance certain capital improvements of the City.

The 2021 Bonds mature on October 1, 2043 , and bear interest at rates varying from 0.665% to 3.283% per annum. The 2021 Bonds are payable from rental payments payable by the City to the Authority under an Amended and Restated Lease Agreement, dated as of December 1, 2021. As of June 30, 2025, the 2021 Bonds are currently outstanding in the aggregate principal amount of $31,380,000. 2022 Bonds. In June 2022 the Authority issued its 2022 Lease Revenue Bonds, Series A (the “2022 Bonds”) in the amount of $90,830,000 to finance the acquisition and construction of capital projects. The 2022 Bonds are payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, and mature in 2052. The bonds are payable from base rental payments to be made by the City for the right to use certain real property and improvements of the City pursuant to a Lease Agreement, dated June 1, 2022. As of June 30, 2025, the 2022 Bonds are currently outstanding in the aggregate principal amount of $88,090,000. 2023 Bonds. In March 2023, the Ontario Public Financing Authority issued its 2023 Lease Revenue Bonds (the “2023 Bonds”) in the amount of $100,000,000 to finance land acquisition and infrastructure improvements. The 2023 Bonds are payable semiannually on September 1 and March 1 of each year, commencing September 1, 2023 , with a mandatory tender date of March 1, 2026. The current interest rate is

4.39%, with a maximum rate of 12.0%. The 2023 Bonds were defeased with the issuance of the 2026B Bonds. 2025 Bonds. In May 2025, the Ontario Public Financing Authority issued its 2025A Lease Revenue Bonds (the “2025 Bonds”) in the amount of $192,435,000 to finance public capital improvements within the City. The 2025 Bonds are payable semiannually on November 1 and May 1 of each year, commencing November 1, 2025, and mature in 2055. The bonds are payable from base rental payments to be made by the City for the right to use certain real property and improvements of the City pursuant to a Lease Agreement, dated 604

33 May 1, 2025. As of June 30, 2025, the 2025 Bonds are currently outstanding in the aggregate principal amount of $192,435,000.
2026 Series A & B Bonds. In February 2026, the Ontario Public Financing Authority issued its 2026A Lease Revenue Bonds (the “2026A Bonds”) in the amount of $ 161,270,000 to finance public capital improvements within the City. The 2026A Bonds are payable semiannually on April 1 and October 1 of each year, commencing April 1, 2026, and mature in 2056. At the same time, the Ontario Public Financing Authority issued its 2026B Lease Revenue Bonds (the “2026B Bonds,” and together with the 2026A Bonds, the “2026AB Bonds”) in the amount of $ 34,415,000 to defease the Authority’s Taxable Lease Revenue Bonds, 2023 Series A. The 2026B Bonds are payable semiannually on April 1 and October 1 of each year, commencing A pril 1, 2026, and mature in 2043. The 2026AB Bonds are payable from base rental payments to be made by the City for the right to use certain real property and improvements of the City pursuant to that certain Lease Agreement, dated as of February 1, 2026.

Other Long Term Debt Payable from General Fund.

In February 2023 the City entered into a purchase and loan agreement with the Ronald and Kristine Pietersma Family Trust in the amount of $100,269,446. The purpose of the loan is to provide funding for the purchase of a property located in the City to be used for construction of a sports complex. The loan bears a 3.68% interest rate and is due in monthly payments of $1,000,000 from April 2023 to March 2033. The outstanding balance at June 30, 2025, amounted to $80,806,936. On April 27, 2026, the City prepaid the outstanding balance on the purchase and loan agreement and it is no longer outstanding (see below).

In October 2023 the City entered into a purchase and sale agreement with 15 Dairy River, LLC, for the purchase of property to be used for the construction of a sports complex. In July 2024, a secured promissory note was issued upon the close of escrow in the amount of $28,690,200. The note bears an interest rate of 4.56% and annual payments of $3,556,360 are due from January 2025 to January 2034. The City has the right to prepay this obligation at any time without penalty. The outstanding balance at June 30, 2025, amounted to $25,780,709.

In October 2023 the City entered into a purchase and sale agreement with Ontario WF Farm, LLC, for the purchase of property to be used for the construction of a sports complex. In September 2024, a secured promissory note was issued upon the close of escrow in the amount of $18,805,500. The note bears an interest rate of 4.75% and annual payments of $2,331,368 are due from January 2025 to January 2034. The City has the right to prepay this obligation at any time without penalty. The outstanding balance at June 30, 2025, amounted to $16,756,998.

In January 2025, the City entered into a purchase and sale agreement with Costello Investments LLC, for the purchase of property to be used for the construction of an animal shelter. In July 2025, a lease obligation was issued upon the close of escrow in the amount of $7,100,000. The obligation bears a 4.32% interest rate and is due in monthly payment amounts of $72,995 from September 2025 to August 2035. The permanent location of the new animal shelter has changed, and the property purchased is being evaluated for an alternativ e City purpose or will be sold.

In April 2026, the City and Authority entered into that certain Lease Agreement, dated as of April 1, 2026, for the purpose of refinancing the purchase and loan agreement obligation with the Ronald and Kristine Pietersma Family Trust in the amount $84,000,000. The obligation bears a 3.00% interest rate and is due in annual payments of approximately $12,000,000 per year commencing April 1, 2027 through April 1, 2031, at which time the remainder of the outstanding balance shall be prepaid.

Short-Term Debt. The City currently has no short-term debt outstanding.

Anticipated Borrowings and Capital Program.

In furtherance of the City’s capital program for parks and other amenities, the City has entered into purchase and sale agreements for public purposes and additional land for the planned Phase 2 of the Ontario Grand Park. Purchases closed in late January 2026. The obligation relating to the acquisition of the parcel for 605

34 the Ontario Grand Park is $21,829,500, payable over ten years at an interest rate of 4.24%, and is prepayable on any date. The obligation relating to the acquisition of property for other public purposes is $25,500,000, payable over five years at an interest rate of 4.85% and is prepayable on any date.

Ontario City CouncilMay 5, 2026

Ontario City Council
May 5, 2026