Rancho Cucamonga City Council
May 21, 2026

16 Funds and Accounts
The Indenture establishes the following funds and accounts:

1. The Special Fund (the “Special Fund”) including the following accounts:
(a) The Interest Account;
(b) The Principal Account;
(c) The Reserve Account; and
(d) The Surplus Account.

2. The Redemption Fund (the “Redemption Fund”), in which moneys will be set aside sufficient in amount to redeem the Bonds designated for redemption in accordance with the Indenture;

3. The Rebate Account (the “Rebate Account”);

4. The Costs of Issuance Fund (the “Costs of Issuance Fund”).

A more detailed description of the Funds and Accounts is as follows:

The Successor Agency will pay or cause to be paid to the Trustee the Tax Revenues received from the RPTTF for debt service due in such six month period in accordance with the Dissolution Act. Tax Revenues at any time paid to the Trustee will be deposited by the Trustee into the Special Fund, will be held by the Trustee in trust for the benefit of the owners of the Bonds and will be disbursed, allocated, transferred and applied solely for the uses and purposes designated in the Indenture.

Special Fund. Tax Revenues will be deposited and accumulated in the Special Fund and will be used in the following priority; provided, however, that to the extent that deposits have been made in any of the accounts referred to below from the proceeds of the sale of the Bonds or otherwise, the deposits below need not be made:

Interest Account. At least one Business Day prior to each Interest Payment Date, the Trustee will transfer from the Special Fund and set aside in the Interest Account an amount which, when added to the amount contained in the Interest Account will be equal to the aggregate amount of the interest becoming due and payable on the outstanding Bonds on such Interest Payment Date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the outstanding Bonds. The Trustee will also deposit in the Interest Account any other moneys received by it from the Successor Agency and designated in writing by the Successor Agency for deposit in the Interest Account. All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it will become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture).

Principal Account. At least one Business Day prior to each Principal Payment Date, the Trustee will transfer from the Special Fund and set aside in the Principal Account an amount which, when added to the amount contained in the Principal Account will be equal to the principal becoming due and payable on the Bonds on such Principal Payment Date, whether by reason of scheduled maturity or mandatory sinking fund redemption. No deposit need be made into the Principal Account if the amount contained therein is at least equal to the principal to become due on such Principal Payment Date, whether by reason of scheduled maturity or mandatory sinking fund redemption. The Trustee will also deposit in the Principal Account any other moneys received by it from the Successor Agency and designated in writing by the Successor Agency for deposit in the Interest Account. All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds as it will become due and payable, whether by reason of scheduled maturity or mandatory sinking fund redemption.

17 Reserve Account. The Trustee will maintain separate subaccounts within the Reserve Account for each series of Bonds issued under the Indenture, including the Series 2026 Bonds. Moneys in one subaccount will secure the related series of Bonds and will not be available to pay debt service on any other series of Bonds. On each Interest Payment Date, the Trustee will withdraw from the Special Fund and deposit in the Reserve Account an amount of money that will be required to maintain in the Reserve Account an amount equal to the Reserve Requirement. No such deposit need be made to the Reserve Account so long as there will be on deposit therein an amount, or a letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution, as described below, in a principal amount, at least equal to the Reserve Requirement. All money or letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution, as described below, in the Reserve Account will be used and withdrawn or drawn upon, as the case may be, by the Trustee (provided that the Trustee shall use moneys in the subaccount of the Reserve Account relating to the applicable series of Bonds prior to making any demand on any surety bond held in the Reserve Account for such series of Bonds) solely for the purpose of making transfers to the Interest Account and the Principal Account, in such order, in the event of any deficiency at any time in any of such accounts with respect to amounts due on the Bonds or for the retirement of all of the Bonds, except that so long as the Successor Agency is not in default under the Indenture, any amount in the Reserve Account in excess of an amount equal to the Reserve Requirement will be withdrawn from the Reserve Account by the Trustee on the Business Day preceding each Interest Payment Date and deposited in the Interest Account to be used to make payment on the Bonds. All amounts in the Reserve Account on the day preceding the final Principal Payment Date, except amounts represented by a letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution, as described below, will be withdrawn from the Reserve Account and transferred to the Interest Account and the Principal Account, in such order, to the extent required to make the deposits then required to be made with respect to amounts due on the Bonds.

Within each sub-account, the Trustee is further required to first use moneys in such subaccount and then any surety bond held in the Reserve Account for such series of Bonds, in that priority, solely to make payments on the Bonds. All subsequent transfers of Tax Revenues to the subaccounts in the Reserve Account are to be made on a pro rata basis. All amounts deposited into the Reserve Account to restore the amount on deposit to the Reserve Requirement are to be first applied by the Trustee to the repayment of the provider of any letter of credit, surety bond, bond insurance policy or other guaranty if required to reinstate such letter of credit, surety bond, bond insurance policy or other guaranty to its full stated amount and then to the replenishment of any cash to be deposited therein.

The “Reserve Requirement” for the Series 2026 Bonds is defined in the Indenture to mean the least of (i) 10% of the original principal amount of the Series 2026 Bonds, (ii) Maximum Annual Debt Service with respect to the Series 2026 Bonds, or (iii) 125% of average Annual Debt Service on the Series 2026 Bonds; provided that the Successor Agency may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture. “Maximum Annual Debt Service” is defined in the Indenture to mean, as of the date of calculation, the largest amount of Annual Debt Service for the current or any future Bond Year on the Bonds.

If the Successor Agency at any time in the future has cash on deposit in a Reserve Account, the Successor Agency has the right at any time to request the release of funds by the Trustee from such Reserve Account, in whole or in part, by tendering the following to the Trustee a letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution, the long term, unsecured obligations of which are rated at the time of issuance of such instrument by S&P or Moody’s is “A” (without regard to modifier) or higher, in an amount equal to the Reserve Requirement, or in an amount, which together with cash on deposit for such purpose, equals the Reserve Requirement, upon presentation to the Trustee of such letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution, together with evidence, that such letter of credit, surety bond, bond insurance policy or other form of guaranty from a financial institution satisfies the rating requirement set forth above. The subaccount within the Reserve Account established for the Series 2026 Bonds is not available to pay debt service on any other series of Bonds.

18 Surplus. Except as may be otherwise provided in any Supplemental Indenture, the Successor Agency will not be obligated to transfer to the Trustee for deposit in the Special Fund in any Bond Year an amount of Tax Revenues, which together with other available amounts in the Special Fund, exceeds the amounts required in such Bond Year. In the event that for any reasons whatsoever any amounts will remain on the deposit in the Special Fund on any September 2 after making all of the transfers theretofore required to be made above and pursuant to any Supplemental Indenture, the Trustee will withdraw such amounts from the Special Fund and transfer such amounts to the Successor Agency, to be used for any lawful purposes of the Successor Agency.

Redemption Fund. The Redemption Fund will be held by the Trustee. On or before the Business Day preceding any date on which the Bonds are to be redeemed, the Successor Agency will deposit with the Trustee for deposit in the Redemption Fund an amount required to pay the principal of an premium, if any, on the Bonds to be redeemed. All moneys in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds to be redeemed on the date set for such redemption.

Rebate Account. Moneys will be deposited in the Rebate Account for the purpose of collecting the amounts required, if any, to be rebated to the United States in accordance with the requirements of Section 148 of the Tax Code (as defined herein). Section 148 of the Tax Code requires, among other things and with certain exceptions, that any amounts earned on nonpurpose investments in excess of the amount which would have been earned if such investments were made at a rate equal to the yield on the Bonds be rebated to the United States.

Municipal Bond Debt Service Reserve Insurance Policy.

Concurrently with the issuance of the Series 2026 Bonds, the Insurer will issue its Municipal Bond Debt Service Reserve Insurance Policy for the Series 2026 Bonds (the “Reserve Policy”). The Reserve Policy is being issued in the amount of the Reserve Requirement for the Series 2026 Bonds, as defined in this Official Statement.

The Reserve Policy is not covered by any insurance security or guaranty fund established under New York, Maryland, California, Connecticut or Florida insurance law.

Further deterioration in the financial condition of the providers of the Reserve Policy or a failure to honor a draw by any provider under its Reserve Policy could occur. The Successor Agency is not required under the Indenture to replace a Reserve Policy with cash or a replacement instrument in the event the ratings of its provider decline or are withdrawn.

If circumstances should ever cause a Reserve Policy to be canceled or discharged, such cancellation or discharge could be determined to create a deficiency in the Reserve Requirement previously satisfied by such Reserve Policy. Under the Indenture, in the event that the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Successor Agency is required to transfer to the Trustee an amount of available Tax Revenues sufficient to maintain the amount in the Reserve Account at the Reserve Requirement. Should the amount of Tax Revenues then available to maintain the Reserve Account at the applicable Reserve Requirement be insufficient for such purpose, such insufficiency would not result in an event of default under the Indenture, but the requirement of the Successor Agency to transfer available Tax Revenues to the Trustee would continue.

Issuance of Parity Bonds. The Successor Agency has covenanted not to issue any obligations payable from moneys deposited into the RPTTF on a senior basis to the Bonds. The Indenture provides that the Successor Agency may issue or incur Parity Bonds for the purpose of refinancing the Housing Obligations or the Bonds subject to the conditions summarized in part below. See APPENDIX D “Summary of Certain Provisions of the Legal Documents” – “The Indenture” – “Issuance of Parity Bonds” for a more complete description of the conditions precedent to the issuance or incurrence of Parity Bonds. (a) (i) The issuance of the proposed Parity Bonds will meet the requirements of Section 34177.5 of the Dissolution Act, and (ii) if the holder of any Parity Bonds is a commercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to accept and

19 hold deposits of money or issue certificates of deposit, and which purchases the Parity Bonds directly from the Successor Agency, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the Successor Agency maintained with or held by such holder. (b) In the event the Successor Agency issues Parity Bonds pursuant to a Supplemental Indenture supplemental hereto, the Successor Agency may fund a subaccount of the Reserve Account according to such parity debt instrument.
(c) The Successor Agency shall deliver to the Trustee a certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Bonds set forth in clauses (a) and (b) above have been satisfied.

Issuance of Agency Subordinate Debt. The Indenture provides that the Successor Agency may issue or incur debt for any lawful purpose payable on a basis subordinate to the Bonds (“Subordinate Debt”) in such principal amount as shall be determined by the Successor Agency.

Events of Default
The following events constitute Events of Default under the Indenture:

1. if default shall be made in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise;

2. if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of sixty (60) days following the receipt by the Successor Agency of written notice from the Trustee or any Bondowner of the occurrence of such default; provided, however, that if in the reasonable opinion of the Successor Agency the failure stated in such notice can be corrected, but not within such sixty (60)-day period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Successor Agency within such sixty (60)-day period and diligently pursued until such failure is corrected; or

3. if the Successor Agency shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Successor Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Successor Agency or of the whole or any substantial part of its property; or

4. the receipt of the Trustee of notice from the Insurer that an event of default has occurred under the Financial Guaranty Agreement pursuant to which the Insurer has delivered the Reserve Policy.

If an Event of Default has occurred and is continuing, the Trustee may (but only with the consent of the Insurer), and if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall (but only with the consent of the Insurer) (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding, and (b) exercise any other remedies available to the Trustee and the Bondowners in law or at equity.

This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to

20 pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the bonds, with interest on such overdue installments of principal and interest at the net effective rate then borne by the Outstanding Bonds, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners or at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences. No such rescission and annulment, however, shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

21 DEBT SERVICE RESERVE FUND RESERVE POLICY
The information under this caption has been prepared by the Insurer for inclusion in this Official Statement. Neither the Successor Agency nor the Underwriter has reviewed this information, nor do the Successor Agency or the Underwriter make any representation with respect to the accuracy or completeness thereof. The following information is not a complete summary of the terms of the Reserve Policy (as such term is defined below) and reference is made to Appendix I hereto for a specimen of the Reserve Policy.

Debt Service Reserve Insurance Policy
[TO COME]

22 THE SUCCESSOR AGENCY
The Successor Agency
As described below, the Successor Agency was established by the City Council of the City following the dissolution of the Former Agency pursuant to the Dissolution Act. Set forth below is a discussion of the history of the Former Agency and the Successor Agency, the governance and operations of the Successor Agency and its powers under the Redevelopment Law and the Dissolution Act, and the limitations thereon.

General
The Former Agency was established pursuant to the Redevelopment Law and Ordinance No. 145 of the City Council of the City (the “City Council”) adopted on May 20, 1981, activating the Former Agency. The Former Agency approved the proposed Redevelopment Plan pursuant to Resolution No. RA 81-14 on December 16, 1981. On December 23, 1981, the Council approved the Redevelopment Plan for the Rancho Redevelopment Project and established limits on bonded indebtedness and tax increment. The Redevelopment Plan was amended pursuant to Ordinance No. 316A adopted on August 13, 1987, Ordinance No. 537 adopted on November 16, 1994, Ordinance No. 657 adopted on June 20, 2001, Ordinance No. 674 adopted on January 16, 2002, and Ordinance No. 777 adopted on June 6, 2007. The purpose of the Redevelopment Plan was to eliminate existing conditions which cause a reduction or lack of proper utilization of land within the Project Area so that it would no longer constitute a serious physical, social or economic burden. Members of the City Council declared themselves to be members of the Former Agency.

AB 1X 26. As a result of AB 1X 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Former Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies and also to satisfy “enforceable obligations” of the former redevelopment agencies.

Pursuant to Resolution No. 12-001 (the “Establishing Resolution”) adopted by the City Council on January 11, 2012, and Sections 34171(j) and 34173 of the Dissolution Act, the City Council elected to become the Successor Agency. On June 27, 2012, AB 1X 26 was amended by AB 1484, which clarified that successor agencies are separate political entities and that the successor agency succeeds to the organizational status of the former redevelopment agency but without any legal authority to participate in redevelopment activities except to complete the work related to an approved enforceable obligation. The Dissolution Act expressly clarifies that the City and the Successor Agency are separate public entities. None of the liabilities of the Former Agency are transferred to the City by virtue of the City’s election to serve as the Successor Agency.

The present members of the City Council are as follows:

L. Dennis Michael, Mayor, term expires December 2026
Lynne B. Kennedy, Mayor Pro Tem, term expires December 2028 Ryan A. Hutchison, Council Member, term expires December 2026 Kristine D. Scott, Council Member, term expires December 2026 Ashley N. Stickler, Council Member, term expires December 2028 The Successor Agency has one project area: The Rancho Redevelopment Project (see “THE RANCHO REDEVELOPMENT PROJECT”).

As discussed below, many actions of the Successor Agency are subject to approval by an “oversight board” and the review or approval by the California Department of Finance, including the issuance of bonds such as the Series 2026 Bonds.

23 Oversight Board
The Oversight Board is governed by a seven-member governing board, with one member appointed by the County Board of Supervisors, one member appointed from the public by the County Board of Supervisors, one member from the largest employee organization, one member appointed by the Independent Special District Committee, one member appointed by California Community Colleges, one member appointed by the City Selection Committee, and one member appointed by the County Office of Education.

The Oversight Board has fiduciary responsibility to the holders of enforceable obligations and the taxing entities that benefit from the distributions of property tax and other revenue. The Oversight Board will oversee the “winding down” process of the Former Agency and meets on an as-needed basis throughout the year. For example, the establishment of each ROPS must be first approved by the Oversight Board. The issuance of bonds, such as the Series 2026 Bonds, is subject to the approval of the Oversight Board. All actions of the Oversight Board are subject to review by the State Department of Finance. Certain Successor Agency matters are also subject to review by the County Auditor-Controller and the State Controller.

Financial Statements
The Successor Agency does not maintain separate audited financial statements, but is a separate component of the City for financial reporting. The City’s audited financial statements for the fiscal year ended June 30, 2025, are included as Appendix A to this Official Statement. The City has not requested nor did the City obtain permission from the Auditor to include the audited financial statement as an appendix to this Official Statement. Accordingly, the auditor has not performed any post audit review of the financial conditions and operations of the City.

The inclusion of Successor Agency’s financial transactions in the City’s Annual Comprehensive Financial Report for fiscal year ended June 30, 2025 is solely for convenience. As previously discussed in this Official Statement, the Dissolution expressly clarifies that the Successor Agency is a separate legal entity from the City.

The assets and liabilities of the Successor Agency are not assets and liabilities of the City. As of the date of this Official Statement, the City plans to include the financial transactions of the Successor Agency as part of the City’s audited financial statements for fiscal year 2025-26 and subsequent years.

Department of Finance Finding of Completion
Because the Successor Agency previously made certain remittances required pursuant to the Dissolution Act, the State Department of Finance issued a “Finding of Completion” to the Successor Agency on June 7, 2013.

Upon receipt of such Finding of Completion, the Successor Agency is authorized to proceed with actions permitted under certain provisions of the Dissolution Act, such as the submission of a Long-Range Property Management Plan relating to the disposition of Agency-owned real properties. The Successor Agency submitted its Long- Range Property Management Plan to the State Department of Finance on November 13, 2013, and such plan was approved on January 17, 2014. There are no material disagreements between the Successor Agency and the County Auditor Controller’s Office or the State Department of Finance.

24 THE RANCHO REDEVELOPMENT PROJECT
General
The Project Area encompasses an irregularly bounded area of approximately 8,500 acres or approximately 36% of the total acreage of the City. The northern portion of the Project Area contains two planned communities of approximately 3,196 acres. The southern portion contains a portion of the Industrial Specific Plan of approximately 4,155 acres. The remaining area within the Project Area includes parcels which follow the major east/west arterial of Foothill Boulevard. Land use within this area is largely devoted to commercial and office uses with scattered sites of vacant land.

The following Table 1 shows the ten largest property owners within the Project Area. See also “BONDOWNERS’ RISKS – Concentration of Property Ownership.” TABLE 1

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Largest Property Owners by Assessed Value
(Fiscal Year 2025-26)
Property Owner Property Uses Combined Value
Percent of
Total Value
% of
Incremental
Value

1. Bridge Point Rancho Cucamonga LLC Distribution/Industrial Buildings $ 590,000,000 3.26% 3.31%

2. Rancho Mall LLC (1)(2)(3) Regional Retail Shopping Center 375,875,481 2.07 2.11

3. Homecoming I at the Resort LLC (2)(4) Apartment Homes 327,713,180 1.81 1.84

4. BTC III Arrow Route CC LP (1) Distribution/Industrial Buildings 326,512,476 1.80 1.83

5. Homecoming at Terra Vista LLC (2)(4) Apartment Homes 314,556,278 1.74 1.76

6. Frito Lay Inc. (1)(2)(5) Snack Food Manufacturing & Distribution 239,638,451 1.32 1.34

7. Solamonte Owner LLC (1)(2) Apartment Homes 235,873,664 1.30 1.32

8. GSIC II Cucamonga Owner LP (1)(2) Apartment Homes 229,822,006 1.27 1.29

9. Nong Shim Holdings USA Inc. (2) Distribution/Industrial Buildings 195,437,213 1.08 1.10

10. Schlosser Forge Company (2) Industrial Manufacturing 177,067,543 0.98 0.99 Top Property Owner Total Value $ 3,012,496,292
Project Area Assessed Value $18,123,639,144 16.63%
Project Area Incremental Value $17,824,750,867 16.89%
_________________________________
(1) These taxpayers have pending assessment appeals on parcels owned. (2) Combined Values include unsecured values; see Appendix A – “Fiscal Consultant Report.” (3) Rancho Mall LLC recently sold the Victoria Gardens Mall; see Appendix A. (4) The Successor Agency believes these to be related entities. (5) Frito Lay Inc. is closing its facility in the City; see Appendix A – “Fiscal Consultant Report.” Source: San Bernardino County Assessor, Secured Roll; HdL Coren & Cone.

25 PROJECT AREA MAP

26 Senior Pass-Through Agreements
Under redevelopment law existing at the time of a redevelopment agency’s plan adoption, taxing jurisdictions that would experience a fiscal burden due to the existence of the redevelopment plan could enter into fiscal agreements with redevelopment agencies to alleviate that burden. Such agreements, known as Section 33401 fiscal or pass-through agreements, generally provide for redevelopment agencies to pay to a taxing entity some or all of that entity’s share of the tax increment received by the agency. Taxing entities could separately receive their share of the growth in valuation due to inflation, known as Section 33676 or the 2% payments.

The Former Agency has entered into cooperative agreements with taxing agencies affected by the Redevelopment Project. Such agreements (the “Pass-Through Agreements”) are described below:

Inland Empire Utilities Agency. The Inland Empire Utilities Agency was formerly known as the Chino Basin Municipal Water District. Pursuant to the terms of this agreement, the Inland Empire Utilities Agency receives its full share (4.40%) of general levy tax increment revenue allocated from the Project Area.

San Bernardino County Flood Control District. Pursuant to the terms of this agreement, the Flood Control District receives its full share (2.76%) of general levy tax increment revenue allocated from the Project Area.

Rancho Cucamonga Fire Protection District. The Fire Protection District receives its full share (12.31%) of general levy tax increment revenue allocated from the Project Area. The Rancho Cucamonga Fire Protection District is the successor to the Foothill Fire Protection District. The agreement with the Foothill Fire Protection District required that the District’s share of tax increment revenue from within the Project Area would be used to pay for the capital costs of constructing Fire Station No. 4. After paying off these construction costs, the Foothill Fire Protection District’s share of tax increment revenue would be retained by the former redevelopment agency to be used for funding of the operation and maintenance costs of Station No. 4 and to finance acquisition, construction or maintenance of fire facilities of benefit to the Project Area.

Rancho Cucamonga Library. The Rancho Cucamonga Library receives payments that are 1.40% of general levy tax increment revenue allocated from the Project Area. The tax sharing agreement for library services was originally made between the former redevelopment agency and the County Library System. After the City of Rancho Cucamonga began providing library services to the residents, the Rancho Cucamonga Library became the successor to the tax sharing that had previously gone to the County Library system.

San Bernardino County General Fund. Under the agreement with San Bernardino County, the County General Fund receives the County’s General Fund’s share (14.64%) of the general levy revenue attributable to inflation growth on the Project Area base year real property value. This amount is referred to as the Tax Base in the agreement. In addition to the Tax Base payment, beginning in Fiscal Year 1996-97, the County began to receive an amount described as a “mitigation” payment that is calculated by multiplying the population growth above the number of persons living within the Project at the time of adoption times a County-wide per capita service cost figure. As of Fiscal Year 2024-25, the applicable population is 66,047 and the applicable per capita service cost is $159.67. Data for this calculation is determined by the County from City and County data. The base population that is subtracted from the current population for purpose of calculating the mitigation payment is 7,536. The figures for 2024-25 were used to compute the amount of the mitigation payment for 2025-26. The projections for 2025-26 and subsequent years are based on estimated annual population growth of 2.5% per year and estimated annual service cost increases of 3.5% per year. The mitigation payments made to the County will increase over time but may never exceed the County General Fund’s total share of Project Area incremental revenue. The total payment to the County General Fund may never exceed its share (14.64%) of the tax increment revenue allocated to the RPTTF. Because of the projected annual increase in Project Area population and increases in the County’s per capita cost for provision of services, the payments made to the County General Fund will continue to increase despite the annual limit on receipt of tax increment revenue being reached (see “-No Plan Limitations” below). The combination of the Tax Base payment and the mitigation payment may not exceed the County General Fund’s full share of the annual tax increment allocated to the Successor Agency.

27 Subordinate Pass-Through Agreements
School District Payments. The Former Agency entered into a settlement agreement with the Chaffey Joint Union High School District (“CUHSD”), the Central Elementary School District (“CESD”), the Cucamonga Elementary School District (“CuESD”) and the Etiwanda Elementary School District (“EESD”). Under the terms of this agreement, the school districts receive a prescribed share of a revenue amount derived by a formula contained in the agreement. By the terms of the settlement agreement, the required payments are to be subordinate to the payment of debt service on bonds or other indebtedness secured by a pledge of tax increment revenue.

CUHSD receives a portion of an amount derived by calculating 17% of the general levy tax increment revenue allocated from within the Project Area and then subtracting an amount that is 17% of the $10.6 million in tax revenue received by the CUHSD from within the boundaries of the Project Area in Fiscal Year 1987-88.

The CUHSD now receives 11.5% of this derived amount.

CESD receives a portion of an amount derived by calculating 17% of the revenue general levy tax increment revenue allocated from within the Project Area and then subtracting an amount that is 17% of the $2.4 million in tax revenue received by CESD from within the boundaries of the Project Area in Fiscal Year 1987-88.

CESD receives 23% of this amount. In addition, CESD receives its proportionate share of an amount that is 11.5% of CUHSD’s tax sharing payment. CESD produces 16.09% of all Project Area tax revenue and, therefore, receives this percentage of the amount divided among the elementary school districts that is 11.5% of CUHSD’s payment.

CESD’s share of this amount will vary somewhat over time based on growth within the Project Area but for purposes of the Fiscal Consultant Report (see Appendix A hereto), the percentage has been assumed to remain constant.

CuESD receives a portion of an amount derived by calculating 17% of the revenue general levy tax increment revenue allocated from within the Project Area and then subtracting an amount that is 17% of the $6.1 million in tax revenue received by the CuESD from within the boundaries of the Project Area in Fiscal Year 1987-

88. CuESD receives 23% of this amount. In addition, the District receives its proportionate share of an amount that is 11.5% of an amount equivalent to CUHSD’s tax sharing payment. CuESD produces 43.77% of all Project Area tax revenue and, therefore, receives this percentage of the amount divided among the elementary school districts that is 11.5% of CUHSD’s payment. CuESD’s share of this amount will vary somewhat over time based on growth within the Project Area but for purposes of the Fiscal Consultant Report (see Appendix A hereto), the percentage has been assumed to remain constant.

EESD receives a portion of an amount derived by calculating 17% of the revenue general levy tax increment revenue allocated from within the Project Area and then subtracting an amount that is 17% of the $1.7 million in tax revenue received by EESD from within the boundaries of the Project Area in Fiscal Year 1987-88.

EESD receives 11.5% of this amount. In addition, the District receives its proportionate share of an amount that is 11.5% of an amount equivalent to the CUHSD’s tax sharing payment. EESD produces 36.09% of all Project Area tax revenue and, therefore, receives this percentage of the amount divided among the elementary school districts that is 11.5% of CUHSD payment. EESD’s share of this amount will vary somewhat over time based on growth within the Project Area but for purposes of the Fiscal Consultant Report (see Appendix A hereto), the percentage has been assumed to remain constant.

Statutory Tax Sharing Payments
Prior to dissolution, the Redevelopment Plan was amended to extend the limitation on the issuance of new indebtedness to be repaid with tax increment revenue. As a result, the Project Area is subject to the payment of Statutory Tax Sharing Amounts. Those taxing entities that have entered into Pass-through Agreements continue to receive tax sharing payments in accordance with the terms of those agreements. The taxing entities without tax sharing agreements receive their proportionate share of the statutory payments described below.

The payments to those taxing entities that do not have tax sharing agreements in place are made in accordance with the three-tiered formula for statutory tax sharing payments outlined in Section 33607.7 of the

28 Redevelopment Law. These taxing entities receive their proportional shares of a tax sharing amount that is defined as being 25% of the revenue derived from the difference in assessed value in the current year and the assessed value in the adjusted base year and net of the 20% housing set-aside requirement. The adjusted base year value is, for purposes of the calculations in the Project Area, the Project Area taxable value for Fiscal Year 2004-05.

In Fiscal Year 2015-16, the eleventh year after initiation of the statutory tax sharing payments, a second tier of tax sharing payments was initiated using the assessed values of Fiscal Year 2014-15, year ten, as an adjusted base year value. These taxing entities then began to receive their prorated shares of a tax sharing amount that is defined as being 21% of the revenue derived from the difference in assessed value in the current year and the assessed value in the second adjusted base year and net of the 20% housing set-aside requirement. A third tier statutory tax sharing payment is provided for in the Redevelopment Law but is not initiated until the 31st year after the initiation of the tax sharing payments. Payments required pursuant to this third tier of statutory tax sharing will not be initiated prior to expiration of the Project Area’s ability to repay indebtedness.

Under the Redevelopment Law, the City is considered a taxing entity and may elect to receive its share of the required tier 1 payments. The City may not, however, receive any share of the tier 2 and tier 3 payments.

The City has elected to receive its share of all tier 1 payment amounts.

As previously mentioned, on September 22, 2015, the Governor signed SB 107. This legislation implemented a number of revisions to the California Health and Safety Code, including an amendment to Section 34189 that impacts the time and tax increment limits of former redevelopment project areas. The legislation eliminated the effectiveness of both annual and cumulative tax increment limits and time limits on repayment of indebtedness for all enforceable obligations (as defined under Health and Safety Code Sections 34171(d)(1) and 34191.4), except in cases where contractual agreements that contain specific terms to terminate payment based on a project area reaching its tax increment and/or time limits. The Auditor-Controller has informed the Fiscal Consultant that, in light of the amended Section 34189, the Auditor-Controller will not limit the amount of tax increment revenue deposited into the RPTTF due to the time limits or due to the annual tax increment limit contained in the Redevelopment Plan. Pursuant to SB 107, Tax Revenues will continue to be allocated from the Project Area until such time as all authorized enforceable obligations, including the Bonds, have been repaid.

The Successor Agency has not taken any action to subordinate statutory pass-through payments to debt service on the 2024 Bonds or the Series 2026 Bonds and therefore, the payment of debt service on the 2024 Bonds and Series 2026 Bonds is subordinate to the payment of statutory pass-through payments.

Successor Agency Indebtedness
In addition to the Series 2026 Bonds, the Successor Agency currently has the following outstanding indebtedness (see “APPENDIX C - City of Rancho Cucamonga - Audited Financial Statements for Fiscal Year Ending June 30, 2025” hereto for additional information relating to the payment of indebtedness of the Successor Agency).

29 Table 2 below provides a description of outstanding indebtedness of the Successor Agency, other than the Series 2026 Bonds, as of July 1, 2026 as follows:

TABLE 2

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project
Summary of Outstanding Debt
(As of July 1, 2026)
Bonds:

Balance as of
July 1, 2026
2007B Housing Bonds(1) $38,855,000
2016 Bonds(2) 40,095,000
2024 Bonds 78,455,000
Developer Loans/Participation
Housing Pledge Agreement(1) 339,200
Total Obligations $157,744,200
___________
(1) These obligations are defined as the “Housing Obligations” herein and in the Indenture.
(2) To be refunded with proceeds of the Series 2026 Bonds.

Assessed Valuation
Assessed values within the Project Area have followed a pattern of steady growth from 2021-22 through 2025-26. The average growth in incremental value for this period was approximately 7.18% per year (or 5.90% annually on a compounded basis). Growth in taxable values in the Project Area from Fiscal Year 2021-22 to 2025-26 was approximately $4.394 billion (32%). The base year value is 1.65% of the total taxable value in the Project Area for Fiscal Year 2025-26. Table 3 sets forth Project Area assessed valuation for the current year and past four fiscal years.

30 TABLE 3

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Historical Assessed Values
(Fiscal Years 2021-22 through 2025-26)
Secured(1) 2021-22 2022-23 2023-24 2024-25 2025-26
Land $3,756,170,842 $4,325,783,077 $4,579,398,658 $4,810,228,666 $5,164,937,215 Improvements 9,159,225,104 10,092,987,509 10,640,239,628 11,385,857,458 11,938,895,378 Personal Property 33,414,353 32,850,402 32,509,729 36,100,127 41,768,389 Exemptions (215,297,239) (223,021,376) (268,787,200) (274,771,225) (282,827,920) Total Secured $12,733,513,060 $14,228,599,612 $14,983,360,815 $15,957,415,026 $16,862,773,062 Unsecured
Improvements $577,906,867 $624,044,020 $690,573,186 $722,439,737 $712,246,824 Personal Property 422,785,695 418,894,168 509,609,832 518,423,898 555,787,045 Exemptions (5,472,254) (5,363,091) (7,953,350) (6,510,779) (7,167,787) Total Unsecured $995,220,308 $1,037,575,097 $1,192,229,668 $1,234,352,856 $1,260,866,082 GRAND TOTAL $13,728,733,368 $15,266,174,709 $16,175,590,483 $17,191,767,882 $18,123,639,144 Base Year Value: $298,918,011 $298,918,011 $298,918,011 $298,918,011 $298,888,277 Incremental Value: $13,429,815,357 $14,967,256,698 $15,876,672,472 $16,892,849,871 $17,824,750,867 % Change: 6.47% 11.45% 6.08% 6.40% 5.52%
__________________
(1) Secured values include state assessed non-unitary utility property.

Source: San Bernardino County; HdL Coren & Cone.

Property Taxes and Inflation Rates
The taxable values of property are established each year on the January 1 property tax lien date. Real property values reflect the reported assessed values for secured and unsecured land and improvements. The base year value of a parcel is the value established as the full market value upon a parcel’s sale, improvement or other reassessment. Article XIIIA of the California Constitution (Proposition 13) provides that a parcel’s base year value is established when locally assessed real property undergoes a change in ownership or when new construction occurs. Following the year a parcel’s base year value is first enrolled, the parcel’s value is factored annually for inflation. The term base year value does not, in this instance, refer to the base year value of the Project Area. Pursuant to Article XIIIA, Section 2(b) of the State Constitution and California Revenue and Taxation Code Section 51, the percentage increase in the parcel’s value cannot exceed 2% of the prior year's value.

Secured property includes property on which any property tax levied by a county becomes a lien on that property. Unsecured property typically includes value for tenant improvements, fixtures, inventory and personal property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other secured property owned by the taxpayer. The taxes levied on unsecured property are levied at the previous year's secured property tax rate. Utility property assessed by the State Board of Equalization (the “Board”) may be revalued annually and such assessments are not subject to the inflation limitations established by Proposition 13. The taxable value of Personal Property is also established on the lien dates and is not subject to the annual 2% limit of locally assessed real property.

Each year the Board announces the applicable adjustment factor. Since the adoption of Proposition 13, inflation has, in most years, exceeded 2% and the announced factor has reflected the 2% cap. Through 2025-26 there were three occasions when the inflation factor has been less than 2%. The changes in the California Consumer Price Index (CCPI) from October of one year and October of the next year are used to determine the adjustment factor for the January assessment date. The table below reflects the inflation adjustment factors for the current fiscal year, nine prior fiscal years and the estimated adjustment factor for the next fiscal year.

31 Historical Inflation Adjustment Factors
Fiscal Year Inflation Adj. Factor
2016-17 1.525%
2017-18 2.000
2018-19 2.000
2019-20 2.000
2020-21 2.000
2021-22 1.036
2022-23 2.000
2023-24 2.000
2024-25 2.000
2025-26 2.000
_________________
Source: State of California Board of Equalization.

Supplemental Assessment Revenues
Chapter 498 of the Statutes of 1983 provides for the reassessment of property upon a change of ownership or completion of new construction. Such reassessment is referred to as the Supplemental Assessment and is determined by applying the current year’s tax rate to the amount of the increase or decrease in a property's value and prorating the resulting property taxes to reflect the portion of the tax year remaining as determined by the date of the change in ownership or completion of new construction. Supplemental Assessments become a lien against real property.

Since 1984-85, revenues derived from Supplemental Assessments have been allocated to redevelopment agencies and taxing entities in the same manner as regularly collected property taxes. The receipt of Supplemental Assessment Revenues by taxing entities typically follows the change of ownership by a year or more. The Successor Agency has not included revenues resulting from Supplemental Assessments in its projections of Tax Revenues in this Official Statement.

Assessed Value Reduction – Proposition 8
Project Area taxable value reached its peak in Fiscal Year 2009-10 prior to experiencing reductions in value during the economic downturn known as the Great Recession. Values in the City rebounded beginning in Fiscal Year 2012-13 and have risen in each year since then. For Fiscal Year 2025-26, there are 11 residential properties that have been reduced in value pursuant to Proposition 8 (“Prop 8”). Proposition 8 amended the Revenue and Taxable Code to allow for reduction of a property’s taxable value when the property’s market value drops below the inflation adjusted base value for that property. Once reduced, the Assessor is required to revalue the property each year and enroll the lesser of the current market value of the property or its original inflation adjusted base value. If a property that has been reduced in value under Prop 8 is sold, its value is reset based upon the sales price and this new value is no longer subject to annual revaluation under Prop 8.

The value reductions under Prop 8 have declined to a level of insignificance and they are not expected to increase to any noticeable degree. The Successor Agency has not included any estimate of revaluation of Prop 8 reduced properties in its projections of Tax Revenues in this Official Statement.

Assessed Valuation Appeals
Pursuant to California law, property owners may apply for a reduction of their property tax assessment by filing a written application, in form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board.

32 After the applicant and the assessor have presented their arguments, the Appeals Board makes a final decision on the proper assessed value. The Appeals Board may rule in the assessor’s favor, in the applicant’s favor, or the Board may set their own opinion of the proper assessed value, which may be more or less than either the assessor’s opinion or the applicant’s opinion. Any reduction in the assessment ultimately granted applies to the year for which application is made and during which the written application was filed. The assessed value may be increased to its pre reduction level for fiscal years following the year for which the reduction application is filed if the real estate market recovers.

Appeals for reduction in the “base year” value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date.

Most of the appeals filed in the Project Area are based on Section 51 of the Revenue and Taxation Code which requires that for each lien date the value of real property shall be the lesser of its base year value annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Significant reductions have taken place in some counties due to declining real estate values. Reductions made under this code section may be initiated by the County Assessor or requested by the property owner. After a roll reduction is granted under this section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases must be in accordance with the full cash value of the property and it may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.

According to the Fiscal Consultant, as of April 7, 2026, there are currently 139 pending appeals within the Project Area. In order to estimate the potential reduction in assessed value that may occur as a result of these pending appeals, the Fiscal Consultant reviewed the historical averages for the number of appeals allowed and the amount of assessed value removed and then applied those averages to the currently pending appeals and estimated the number of pending appeals that may be allowed and the amount of assessed value that may be removed as a result of the pending appeals.

Five of the Project Area’s top ten taxpayers have pending appeals of their assessed value. Rancho Mall LLC, BTC III Arrow Route CC LP, Solamonte Owner LLC, GSIC III Cucamonga Owner, and Frito Lay Inc. all have assessment appeals pending. The estimated impact of value losses resulting from these pending appeals has been incorporated into projections of Tax Revenues in this Official Statement. See “ESTIMATED REVENUES AND BOND RETIREMENT,” herein. Table 4 below shows the pending assessment appeals by the Project Area’s largest taxpayers.

33 TABLE 4

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Pending Assessment Appeals by Largest Taxpayers
Taxpayer
Fiscal Year
of
Appeal
No. of
Parcels
Under
Appeal
Value Under
Appeal
Owner
Opinion of
Value
Maximum
Potential
Value
Reduction
Rancho Mall LLC 2024-25 1 $ 18,000,000 $ 14,000,000 $ 4,000,000 BTC III Arrow Route CC LP 2024-25 4 320,110,272 219,152,001 100,958,271 Solamonte Owner LLC 2024-25 1 234,152,424 117,076,212 117,076,212 GSIC II Cucamonga Owner LP 2024-25 2 225,073,200 134,726,091 90,347,109 Frito Lay Inc. 2024-25 1 155,848,076 77,924,039 77,924,037 Frito Lay Inc. 2025-26 1 188,906,875 85,866,807 103,040,068 _________________________________
Source: San Bernardino County Assessor; HdL Coren & Cone The following Table 5 shows the amount of assessed value that is presently under appeal within the Project Area and the estimated reduction of value that has been factored into the projections of Tax Revenues in this Official Statement for 2026-27. The assessment appeals data below reflects appeals filed for fiscal years 2020- 21 through 2025-26.

TABLE 5

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Estimated Appeals Loss
Fiscal Year 2026-27
Total
No. of
Appeals
No. of
Resolved
Appeals
No. of
Successful
Appeals
Average
Reduction
No. of
Appeals
Pending
Value Under
Pending Appeal
Est. No. of
Successful
Appeals
Est. Value
Reduction for
2026-27
400 261 172 13.20% 139 $2,336,280,929 92 $203,257,684
__________________
Sources: San Bernardino County Assessor 2025-26 Combined Tax Rolls & Most Recent Appeals Roll; Rancho Cucamonga Redevelopment Agency and HdL Coren & Cone.

No Teeter Plan
As it relates to the Successor Agency, the County has not adopted the Alternative Method of Distribution of Tax Levies and Collections of Tax Sale Proceeds (the “Teeter Plan”). The Teeter Plan (Section 4701 et seq. of the California Revenue and Taxation Code) allows counties to distribute secured property tax revenue to participating jurisdictions without regard to delinquencies by maintaining a reserve fund to cover delinquencies and allocating revenue to the participating jurisdictions based on the original secured roll, with the County retaining all delinquent tax payments and penalties. Therefore, the Successor Agency is affected by delinquent tax payments. The Successor Agency is unaware of any plans by the County to change the current mechanism, although no assurances can be made.

Annual Tax Collections
The San Bernardino County Auditor-Controller apportions tax revenues to the RPTTF based upon the amount of the tax levy that is received from the taxpayers. Secured collection rates for the Project Area have been consistently high. The following Table 6 illustrates the final tax revenue collections for the previous five fiscal years.

34 TABLE 6

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Project Area Property Tax Collections History
Fiscal
Year
Adjusted
Tax Levy
Current Year
Apportioned
Current Year
Collection %
Prior Year
Collections(1)
Total
Apportioned
Total
Collection %
2020-21 $127,510,654 $132,199,797 103.68% $6,750,498 $138,950,295 108.97% 2021-22 138,417,667 138,237,172 99.87 6,482,956 144,720,128 104.55 2022-23 154,148,272 151,940,659 98.57 7,410,367 159,351,025 103.38 2023-24 164,415,671 164,646,823 100.14 5,674,541 170,321,364 103.59 2024-25 174,784,842 172,238,002 98.54 3,738,433 177,001,587 101.27 __________________
(1) Prior Year Collections include Supplemental Revenue, reductions for taxpayer refunds, and revenue from prior years.

Sources: San Bernardino County Auditor Controller’s Office and HdL Coren & Cone.

Property Value by Land Use
Taxable values in the Project Area are diversified with residential property values making up approximately 45.7% of all value. Industrial uses account for approximately 28.8% of the Project Area taxable values and commercial uses account for approximately 15.3%. Another approximately 6.96% of taxable value is contained within the unsecured taxable values. Together, these four land use categories account for approximately

96.8% of all taxable value in the Project Area.

The following Table 7 illustrates the land use of property within the entire Project Area and its assessed value.

TABLE 7

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Rancho Redevelopment Project Area
Land Use Statistics
(Fiscal Year 2025-26)
Land Use No. Parcels Assessed Value Percent of Total
Residential 12,405 $8,284,942,002 45.71%
Commercial 705 2,775,146,842 15.31
Industrial 720 5,226,639,489 28.84
Vacant 149 428,070,599 2.36
Miscellaneous 25 90,512,450 0.50
Recreational 7 38,156,512 0.21
Institutional 27 18,931,862 0.10
Exempt 1,330 0 0.00
Subtotal: 15,368 $16,862,399,756 93.04%
SBE Non-unitary $ 373,306 0.00%
Unsecured 1,260,866,082 6.96
Subtotal: $1,261,239,388 6.96%
Totals: 15,368 $18,123,639,144 702.96%100.00%
___________________________
Source: HdL Coren & Cone.

35 The remaining area within the Project Area generally includes parcels which follow the major east/west arterial of Foothill Boulevard. Land use within this area is largely devoted to commercial and office uses with scattered sites of vacant land.

No Plan Limitations
In 1993, the California Legislature enacted AB 1290. Among the changes to the Redevelopment Law accomplished by AB 1290 was a provision which limits the period of time for incurring and repaying loans, advances, and indebtedness which are payable from tax increment revenues. In general, a redevelopment plan may terminate not more than 40 years following the date of original adoption, and loans, advances, and indebtedness may be repaid during a period extending not more than 10 years following the date of termination of the redevelopment plan.

In compliance with AB 1290, the City adopted Ordinance No. 537, on November 16, 1994, with respect to the Project Area, and enacted the limitations listed below. The Redevelopment Plan was extended an additional year in accordance with Paragraph (D) of Section 33333.6 (e)(2) with the adoption of Ordinance 742 on May 18, 2005, and further extended a year with the adoption of Ordinance 758 on May 3, 2006.

On September 22, 2015, the State Governor signed SB 107. This legislation implemented a number of revisions to the California Health and Safety Code, including an amendment to Section 34189 that impacts the time and tax increment limits of former redevelopment project areas. The legislation eliminated the effectiveness of both annual and cumulative tax increment limits and time limits on repayment of indebtedness for all enforceable obligations (as defined under Health and Safety Code Sections 34171(d)(1) and 34191.4), except in cases where contractual agreements that contain specific terms to terminate payment based on a project area reaching its tax increment and/or time limits. The Auditor-Controller has informed the Fiscal Consultant that, in light of the amended Section 34189, the Auditor-Controller will not limit the amount of tax increment revenue deposited into the RPTTF due to the time limits or due to the annual tax increment limit contained in the Redevelopment Plan. Pursuant to SB 107, Tax Revenues will continue to be allocated from the Project Area until such time as all authorized enforceable obligations, including the Bonds, have been repaid.

36 ESTIMATED REVENUES AND BOND RETIREMENT
The Successor Agency has retained HdL Coren & Cone (the “Fiscal Consultant”) to analyze the Project Area and to project future tax increment revenues for the Project Area. The Fiscal Consultant’s report is included as Appendix A hereto and should be read in its entirety.

The Project Area base year revised assessed valuation is $298,888,277. The assessed valuation for Fiscal Year 2025-26 is $18,123,639,144, which produces a total incremental value of $17,824,750,867. The total tax increment revenues for Fiscal Year 2025-26 are estimated to be approximately $178,248,000 and total Tax Revenues, excluding debt service on the Housing Obligations, are estimated to be approximately $120,310,000.

Table 8 sets forth estimated Fiscal Year 2025-26 tax increment revenues, less County collection charges and less payments to certain affected taxing agencies for statutory tax sharing and existing pass-through agreements (not including Pass-Through Agreements with school districts), and Tax Revenues and forecasts growth in tax increment revenues and Tax Revenues through Fiscal Year 2033-34, based upon the following assumptions detailed in the footnotes:
(1) 2025-26 taxable values are as reported by San Bernardino County. (2) Real property consists of land and improvements. Real property values are adjusted for inflation at 2.0% annually. Real property values for Fiscal Year 2026-27 are increased by $120.3 million for verified sales in 2025 and decreased by $1.3 million for sales as of April 2026, and decreased by $203.3 million for projected value loss on pending assessment appeals. (3) Assessed value of personal property is held constant at 2025-26 level. (4) Projected Gross Tax Increment is based upon incremental values factored against the general ley tax rate of $1.00 per $100 of taxable value. (5) Unitary Revenue is actual for 2024-25 and is assumed to remain constant for the life of the plan.
(6) County SB 2557 Administrative charge is estimated at 0.56% of Gross Revenues. (7) County Collection Charge is 0.25% of gross tax revenue. (8) San Bernardino County receives its share (14.64%) of two percent growth on base year real property value. In addition, the County receives as part of its share of a mitigation payment that is derived by calculating the population within the Project Area (66,047) and multiplying that amount by the county-wide per capita service cost for County supplied services ($159.67). The sum of all payments may never exceed the total County share of tax increment revenue. (9) Rancho Cucamonga Library receives tax sharing payments that reflect 1.40% of general levy tax increment revenue for provision of library services. (10) San Bernardino County Flood Control District receives its share (2.76%) of general levy tax increment revenue.
(11) Inland Empire Utilities Agency, formerly the Chino Basin MWD, receives its share (4.40%) of general levy tax increment revenue.
(12) Rancho Cucamonga Fire Protection District’s share (12.31%) of general levy tax increment revenue is deposited in an agency fund and held for use in capital acquisition expenditures of the Fire Protection District.

37 (13) Due to the amendment of the Redevelopment Plan, taxing entities receive their shares of 25% of tax revenue on incremental value above the year 2004-05 value net of the former Low and Moderate Income Housing Fund. In addition, 11 years after initiation of Tier 1 and using the year 10 value as an adjusted base, Taxing Entities receive 21% of tax revenue on incremental value above the year 10 value net of Housing Set-Aside. A Tier 3 statutory tax sharing payment is provided for in the Redevelopment Law, but is not initiated until the 31st year after the initiation of the tax sharing payments.

Under the Redevelopment Law, the City is considered a taxing entity and may elect to receive its share of the required Tier 1 payments. The City may not, however, receive any share of the Tier 2 and Tier 3 payments. The City has elected to receive its share of all Tier 1 payment amounts. Payments are made only to Taxing Entities with no tax sharing agreements and may be, but have not been, subordinated to debt service on the 2024 Bonds and the Series 2026 Bonds. Statutory tax sharing payments are projected through the last date to receive tax increment revenue.

Actual levels of future tax increment revenues will depend upon the rate of growth in tax increment resulting from new development, change of ownership and inflation, and changes in tax rates, and may differ from the projections presented herein. See the Fiscal Consultant’s Report attached hereto as Appendix A.

38 TABLE 8

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Estimated Net Tax Increment Revenues Prior to Payment of Housing Obligations Fiscal Years 2025-26 through 2033-34
Assumes 2% Annual Growth in Assessed Values
(In Thousands)
Taxable Values (1) 2025-26 2026-27 2027-28 2028-29 2029-30 2030-31 2031-32 2032-33 2033-34 Real Property (2) $17,533,251 $17,796,899 $18,151,494 $18,514,524 $18,884,815 $19,262,511 $19,647,761 $20,040,717 $20,441,531 Personal Property (3) 590,388 590,388 590,388 590,388 590,388 590,388 590,388 590,388 590,388 Total Projected Value $18,123,639 $18,387,287 $18,741,882 $19,104,912 $19,475,203 $19,852,899 $20,238,149 $20,631,104 $21,031,919 Taxable Value over Base $298,888 $17,824,751 $18,088,399 $18,442,994 $18,806,024 $19,176,314 $19,554,011 $19,939,261 $20,332,216 $20,733,030 Gross Tax Increment Revenue (4) $178,248 $180,884 $184,430 $188,060 $191,763 $195,540 $199,393 $203,322 $207,330 Unitary Tax Revenue (5) 4,574 4,574 4,574 4,574 4,574 4,574 4,574 4,574 4,574 Gross Tax Revenues(19) $182,821 $185,458 $189,004 $192,634 $196,337 $200,114 $203,966 $207,896 $211,904 LESS:

SB 2557 Admin. Fee (6) $(1,024) $(1,039) $(1,059) $(1,079) $(1,100) $(1,121) $(1,143) $(1,165) $(1,187) County Collection Charge (7) (457) (464) (473) (482) (491) (500) (510) (520) (530) Pass Through Payments
San Bernardino Co. Inflation Payment (8) $(515) $(534) $(554) $(574) $(594) $(614) $(635) $(657) $(679) San Bernardino Co. Mitigation Payment (8) (9,669) (10,258) (10,883) (11,545) (12,248) (12,993) (13,784) (14,623) (15,514) Rancho Cucamonga Library (9) (2,559) (2,596) (2,646) (2,697) (2,749) (2,802) (2,856) (2,911) (2,967) County Flood Control District (10) (5,044) (5,117) (5,215) (5,315) (5,417) (5,521) (5,628) (5,736) (5,847) Inland Empire Utilities Agency (11) (8,037) (8,153) (8,309) (8,468) (8,631) (8,797) (8,966) (9,139) (9,315) Rancho Cucamonga Fire District (12) (22,509) (22,834) (23,270) (23,717) (24,173) (24,638) (25,112) (25,596) (26,090) Cucamonga County Water District (13) 0 0 0 0 0 0 0 0 0
Alta Loma Elementary School District (13) 0 0 0 0 0 0 0 0 0 SB 211 Statutory Tax Sharing Tier 1 (14) (8,770) (8,944) (9,176) (9,415) (9,658) (9,906) (10,158) (10,416) (10,679) SB 211 Statutory Tax Sharing Tier 2 (14) (3,925) (4,048) (4,214) (4,384) (4,557) (4,733) (4,913) (5,097) (5,284) Tax Revenue $120,310 $121,471 $123,206 $124,959 $126,720 $128,488 $130,260 $132,036 $133,813 Subordinate Pass Through Payments
Chaffey Joint Union High School Dist. (15) $(3,039) $(3,086) $(3,149) $(3,214) $(3,279) $(3,347) $(3,415) $(3,485) $(3,556) Central Elementary School District (16) (1,320) (1,340) (1,368) (1,397) (1,426) (1,456) (1,487) (1,518) (1,549) Cucamonga Elementary School District (17) (4,977) (5,053) (5,156) (5,262) (5,370) (5,480) (5,592) (5,706) (5,823) Etiwanda Elementary School District (18) (3,323) (3,373) (3,440) (3,508) (3,578) (3,650) (3,722) (3,797) (3,873) Net Tax Revenue(20) $107,652 $108,619 $110,092 $111,578 $113,066 $114,556 $116,044 $117,531 $119,012 (1) 2025-26 taxable values as reported by San Bernardino County. (2) Real property consists of land and improvements. Real property values are adjusted for inflation at 2.0% annually. Values for 2026-27 are increased by $120.3 million for sales in 2025 and decreased by $1.3 million for sales so far in 2026. Values in in 2026-27 are reduced by $203.3 million for projected value loss on pending assessment appeals. (3) Personal property is held constant at 2025-26 level. (footnotes continued on next page)

39 (4) Projected Gross Tax Increment is based upon incremental values factored against the general levy tax rate of $1.00 per $100 of taxable value. Per ABx 1 26, all revenue derived from debt service override tax rates will be directed to the levying entities. (5) Unitary Revenue is actual for 2024-25 and is assumed to remain constant for the life of the plan. (6) County SB 2557 Administrative charge is estimated at 0.56% of Gross Tax Revenue. (7) County Collection Charge is 0.25% of Gross Tax Revenue. (8) San Bernardino County receives its share (14.64%) of two percent growth on base year real property value. In addition, the County receives a mitigation payment that is derived by calculating the population within the Project Area (66,047) and multiplying that amount by the county-wide per capita service cost for County supplied services ($159.67). The sum of all payments may never exceed the total County share of tax increment revenue.
(9) Rancho Cucamonga Library receives tax sharing payments that reflect 1.40% of general levy tax increment revenue for provision of library services. (10) San Bernardino County Flood Control District receives its share (2.76%) of general levy tax increment revenue. (11) Inland Empire Utilities Agency, formerly the Chino Basin MWD, receives its share (4.40%) of general levy tax increment revenue. (12) Rancho Cucamonga Fire Protection District’s share (12.31%) of general levy tax increment revenue is deposited in an Agency fund and held for use in capital acquisition expenditures on behalf of the District.
(13) Cucamonga County W.D. was entitled to its full debt service tax rate revenue. This tax rate expired after the 2000-01 fiscal year and no further payments are to be made. Alta Loma Elementary School District entered into an agreement whereby they received a one-time payment and are entitled to no other payments. (14) Due to the amendment of the Redevelopment Plan, taxing entities receive their shares of 25% of tax revenue on incremental value above the year 2004-05 value net of Housing Set-Aside. In addition, 11 years after initiation of Tier 1 and using the year 10 value as an adjusted base, Taxing Entities receive 21% of tax revenue on incremental value above the year 10 value net of Housing Set-Aside.

Payments are made only to Taxing Entities with no tax sharing agreements and may be subordinated. Statutory tax sharing payments are projected through to the last date to receive tax increment revenue.
(15) Chaffey Union High School District receives a portion of the amount derived by calculating 15.45% of the current year general levy revenue in the Project Area and then subtracting 15.44% of the revenue received by the District in 1987-88. The District received a 26% portion of this amount through 2002-03 and 11.5% thereafter. (16) Central Elementary School District boundaries include 14.55% of the Project Area incremental value. District receives a portion of the amount derived by calculating 17% of the general levy revenue in the Project Area and then subtracting 17% of the revenue received by the District in 1987-88. The portion of this incremental increase in revenue paid to the District is 26% through 2002-03 and 23% thereafter. Beginning in 2003-04, the District began to receive its proportionate share of an amount equivalent to 11.5% of the Chaffey Union High School District's payment. (17) Cucamonga Elementary School District boundaries include 49.36% of the Project Area incremental value. District receives a portion of the amount derived by calculating 17% of the general levy revenue in the Project Area and then subtracting 17% of the revenue received by the District in 1987-88. The portion of this incremental increase in revenue paid to the District was 26% through 2002- 03 and 23% thereafter. Beginning in 2003-04, the District began to receive its proportionate share of an amount equivalent to 11.5% of the Chaffey Union High School District's payment. (18) Etiwanda Elementary School District boundaries include 32.70% of the Project Area incremental value. District receives a portion of the amount derived by calculating 17% of the general levy revenue in the Project Area and then subtracting 17% of the revenue received by the District in 1987-88. The portion of this incremental increase in revenue paid to the District was 26% through 2002-03 and 23% thereafter. Beginning in 2003-04, the District began to receive its proportionate share of an amount equivalent to 11.5% of the Chaffey Union High School District's payment. (19) See Table A in Report of Fiscal Consultant in Appendix A hereto, and discussion under “ESTIMATED REVENUES AND BOND RETIREMENT,” herein. (20) Does not include Housing Obligations; See Tables 10 and 11, below.

40 The following Table 9 sets forth estimated Fiscal Year 2025-26 tax increment revenues, less County collection charges and less payments to certain affected taxing agencies for statutory tax sharing and existing pass-through agreements (not including Pass-Through Agreements with school districts), and Tax Revenues, however, it assumes zero growth in assessed values.

TABLE 9

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Estimated Net Tax Increment Revenues Prior to Payment of Housing Obligations Fiscal Years 2026-27 through 2033-34
Assumes 0% Annual Growth in Assessed Values
(In Thousands)*
Year
Total
Taxable
Value
Taxable
Value
Over Base
Gross
Tax
Revenue(1)
SB 2557
and
County
Collection
Charges
County
Inflation
and
Mitigation
Payment
County
Flood
Control
Tax
Sharing
City
Library
Tax
Sharing
City Fire
Tax
Sharing
Inland
Empire
Tax
Sharing
Stat.

Tax
Sharing
Tier 1
Stat.

Tax
Sharing
Tier 2
Net
Tax
Increment
Revenue
Prior to
Payment of
Housing
Obligations(2)
2026-27 $18,040,687 $17,741,799 $181,992 $(1,474) $(10,792) $(5,021) $(2,548) $(22,407) $(8,000) $(8,716) $(3,886) $119,146 2027-28 18,039,344 17,740,456 181,978 (1,474) (11,436) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 118,493 2028-29 18,039,344 17,740,456 181,978 (1,474) (12,119) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 117,811 2029-30 18,039,344 17,740,456 181,978 (1,474) (12,842) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 117,088 2030-31 18,039,344 17,740,456 181,978 (1,474) (13,608) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 116,321 2031-32 18,039,344 17,740,456 181,978 (1,474) (14,420) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 115,509 2032-33 18,039,344 17,740,456 181,978 (1,474) (15,280) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 114,649 2033-34 18,039,344 17,740,456 181,978 (1,474) (16,192) (5,021) (2,548) (22,405) (8,000) (8,715) (3,886) 113,737 _________________________
* Assumes zero growth.
(1) See Table A in Report of Fiscal Consultant in Appendix A hereto, and discussion under “ESTIMATED REVENUES AND BOND RETIREMENT,” herein. (2) Does not include Housing Obligations; See Tables 10 and 11, below.

Source: San Bernardino County Office of the Assessor; HdL Coren & Cone.

41 The following Table 10 shows a projection of the amounts allocable to pay the Housing Obligations from the money that, prior to the Dissolution Act, would have been deposited in the Low and Moderate Income Housing Fund. Tax Revenues include the remaining amounts after payment of the Housing Obligations.

TABLE 10

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Estimated Remaining Housing Tax Revenues
Fiscal Years 2025-26 through 2033-34
Assumes 2% Annual Growth in Assessed Values
(in thousands)
Housing Obligations
Year(1)
Former
Housing
Set
Aside(2)
Less
2007B
Housing
Bond
Debt
Service(3)
Less
Pacific
Life Loan
Payments(4)
Less
Housing
Pledge
Agreement
Payments(5)
Total
Housing
Obligations
Remaining
after
Housing
Obligations
2026 $36,564 $6,303 $700 $339 $7,342 $29,222
2027 37,092 10,111 - - 10,111 26,981
2028 37,801 10,115 - - 10,115 27,686
2029 38,527 10,113 - - 10,113 28,414
2030 39,267 10,112 - - 10,112 29,155
2031 40,023 207 - - 207 39,816
2032 40,793 - - - - 40,793
2033 41,579 - - - - 41,579
2034 42,381 - - - - 42,381
_________________________
(1) Represents tax revenues for fiscal years and debt payments for bond years ending September 1 of each year. (2) Represents 20% of the Gross Tax Revenue shown in Table 8. (3) Payments are due on March 1 and September 1 through the September 1, 2034 final maturity. Annual payment shown above represent bond years ending September 1.
(4) Payments are due each March 20 and September 20 through the March 20, 2026 final maturity. Annual payments are aligned to match bond years ending September 1. This loan is no longer outstanding. (5) Payments are due each March 1 and September 1 through the September 1, 2026 final maturity. Annual payments shown above align to bond years ending September 1.

Source: San Bernardino County Office of the Assessor; HdL Coren & Cone.

42 The following Table 11 projects debt service coverage for the 2024 Bonds and the Series 2026 Bonds showing only projected Tax Revenue.

TABLE 11

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Estimated Debt Service Coverage
Fiscal Years 2025-26 through 2033-34
Assumes 2% Annual Growth in Assessed Values
(In Thousands)
Bond Year
(as of September 1)
Net Tax
Increment
Revenues
Prior to
Payment of
Housing
Obligations(1)
Less
Housing
Obligations(2)
Estimated
Tax
Revenues
2024
Bonds
Debt
Service
Series
2026
Bonds
Debt
Service*
Total
Debt
Service(3)*
Estimated
Aggregate
Tax
Revenue
Coverage*
2026 $182,821 $36,564 $146,257 $13,663 [__] [__] [__]
2027 185,458 37,092 148,366 13,662
2028 189,004 37,801 151,203 13,662
2029 192,634 38,527 154,107 13,662
2030 196,337 39,267 157,070 13,660
2031 200,114 40,023 160,091 13,660
2032 203,966 40,793 163,173 13,661
2033 207,896 41,579 166,317 -
2034 211,904 42,381 169,523 -
_________________________
* Preliminary; subject to change.
(1) See Table 8 for the calculation of net tax revenues prior to payment of Housing Obligations; payable from former housing set-aside on a basis senior to the Bonds.
(2) See Table 10 for details on the Housing Obligations. (3) Assumes refunding of 2016 Bonds.

Source: San Bernardino County Office of the Assessor; HdL Coren & Cone.

43 BOND OWNERS’ RISKS
The following factors, along with all other information in this Official Statement, should be considered by potential investors in evaluating the Series 2026 Bonds and the credit quality of the Series 2026 Bonds. The following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Series 2026 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. For a discussion of certain matters that will or could cause reductions in the Tax Revenues available in future years, see “LIMITATIONS ON TAX REVENUES” of this Official Statement.

Limited Special Obligations
The Series 2026 Bonds will be special obligations of the Successor Agency, payable from and secured as to the payment of the principal thereof and the redemption premium, if any, and the interest thereon in accordance with their terms and the terms of the Indenture. Neither the State nor any public agency (other than the Successor Agency) is obligated to pay the principal of or redemption premium, if any, or interest on the Series 2026 Bonds, and neither the faith and credit nor the taxing power of the State or any public agency thereof is pledged to the payment of the principal of or redemption premium, if any, or interest on the Series 2026 Bonds. The payment of the principal of or redemption premium, if any, or interest on the Series 2026 Bonds does not constitute a debt, liability or obligation of the State or any public agency (other than the Successor Agency).

Recognized Obligation Payment Schedule
The Dissolution Act provides that only those payments listed in a Recognized Obligation Payment Schedule may be made by the Successor Agency from the funds specified in the Recognized Obligation Payment Schedule. The Dissolution Act requires the Successor Agency to prepare and submit to the Successor Agency’s Oversight Board and the State Department of Finance for approval by February 1 of each year, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the Successor Agency are listed, together with the source of funds to be used to pay for each enforceable obligation.

Tax Revenues will not be withdrawn from the Redevelopment Property Tax Trust Fund by the County Auditor- Controller and remitted to the Successor Agency without a Recognized Obligation Payment Schedule approved by the State Department of Finance. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedule.” If the Successor Agency were to fail to complete an approved Recognized Obligation Payment Schedule, the availability of Tax Revenues to the Successor Agency could be adversely affected for such period.

If a successor agency fails to submit to the State Department of Finance an oversight board-approved Recognized Obligation Payment Schedule complying with the provisions of the Dissolution Act within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the State Department of Finance may determine if any amount should be withheld by the applicable county auditor-controller for payments for enforceable obligations from distribution to taxing entities pursuant to clause (iv) in the following paragraph, pending approval of a Recognized Obligation Payment Schedule. Upon notice provided by the State Department of Finance to the county auditor-controller of an amount to be withheld from allocations to taxing entities, the county auditor-controller must distribute to taxing entities any monies in the Redevelopment Property Tax Trust Fund in excess of the withholding amount set forth in the notice, and the county auditor-controller must distribute withheld funds to the successor agency only in accordance with a Recognized Obligation Payment Schedule when and as approved by the State Department of Finance
Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, the County Auditor-Controller is to distribute funds for each six-month period in the following order specified in Section 34183 of the Dissolution Act: (i) first, subject to certain adjustments for subordinations to the extent permitted under the Dissolution Act (as described above under “SECURITY FOR THE BONDS – Pledge of Tax Revenues”) and no later than each January 2 and June 1, to each local agency and school entity, to the extent applicable, amounts required for pass-through payments such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011; (ii) second, on each January 2 and June 1, to a

44 successor agency for payments listed in its Recognized Obligation Payment Schedule, with debt service payments scheduled to be made for tax allocation bonds having the highest priority over payments scheduled for other debts and obligations listed on the Recognized Obligation Payment Schedule; (iii) third, on each January 2 and June 1, to a successor agency for the administrative cost allowance, as defined in the Dissolution Act; and (iv) fourth, on each January 2 and June 1, to taxing entities any moneys remaining in its Redevelopment Property Tax Trust Fund after the payments and transfers authorized by clauses (i) through (iii), in an amount proportionate to such taxing entity’s share of property tax revenues in the tax rate area in that fiscal year (without giving effect to any pass- through obligations that were established under the Redevelopment Law).

If the Successor Agency does not submit an Oversight-Board approved Recognized Obligation Payment Schedule within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations and the State Department of Finance does not provide a notice to the County Auditor-Controller to withhold funds from distribution to taxing entities, amounts in the Redevelopment Property Tax Trust Fund for such six-month period would be distributed to taxing entities pursuant to clause (iv) above. The Successor Agency, however, has covenanted in the Indenture to take all actions required under the Dissolution Act to include scheduled debt service on the Bonds or required under the Indenture to replenish the Reserve Account, in Recognized Obligation Payment Schedules to enable the County Auditor- Controller to distribute from the Redevelopment Property Tax Trust Fund to the Successor Agency’s Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Successor Agency to pay principal of, and interest on, the Bonds coming due in the respective six-month period, including listing a reserve on the Recognized Obligation Payment Schedule to the extent required by the Indenture or when the next property tax allocation is projected to be insufficient to pay all obligations due under the provisions of the Bonds for the next payment due in the following six-month period.

AB 1484 also added provisions to the Dissolution Act implementing certain penalties in the event the Successor Agency does not timely submit a Recognized Obligation Payment Schedule. If the Successor Agency does not submit an Oversight Board-approved Recognized Obligation Payment Schedule, the County will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the State Department of Finance. Additionally, the Successor Agency’s administrative cost allowance is reduced by 25% if the Successor Agency does not submit an Oversight Board-approved Recognized Obligation Payment Schedule.

Commencing on February 1, 2016, pursuant to SB 107 successor agencies were transitioned to an annual Recognized Obligation Payment Schedule process pursuant to which successor agencies are required to file Recognized Obligation Payment Schedules with the State Department of Finance and the County Auditor- Controller for approval each February 1 for the July 1 through June 30 period immediately following such February 1, commencing with the July 1, 2016 through June 30, 2017 period.

Commencing September 22, 2015, successor agencies which received a Finding of Completion and the concurrence of the State Department of Finance as to the items that qualify for payment, among other conditions, may, at their option, file a “Last and Final” Recognized Obligation Payment Schedule. If approved by the State Department of Finance the Last and Final Recognized Obligation Payment Schedule will be binding on all parties, and the Successor Agency will no longer submit a Recognized Obligation Payment Schedule to the State Department of Finance or the Oversight Board. The County Auditor-Controller will remit the authorized funds to the Successor Agency in accordance with the approved Last and Final Recognized Obligation Payment Schedule until each remaining enforceable obligation has been fully paid. A Last and Final Recognized Obligation Payment Schedule may only be amended twice, and only with approval of the State Department of Finance and the County Auditor-Controller. The Successor Agency has not submitted a Last and Final Recognized Obligation Payment Schedule and does not currently plan to file a Last and Final Recognized Obligation Payment Schedule.

Challenges to Dissolution Act
Several successor agencies, cities and other entities have filed judicial actions challenging the legality of various provisions of the Dissolution Act. One such challenge is an action filed on August 1, 2012, by Syncora Guarantee Inc. and Syncora Capital Assurance Inc. (collectively, “Syncora”) against the State, the State Controller, the State Director of Finance, and the Auditor-Controller of San Bernardino County on his own behalf

45 and as the representative of all other County Auditors in the State (Superior Court of the State of California, County of Sacramento, Case No. 34-2012-80001215). Syncora are monoline financial guaranty insurers domiciled in the State of New York, and as such, provide credit enhancement on bonds issued by state and local governments and do not sell other kinds of insurance such as life, health, or property insurance. Syncora provided bond insurance and other related insurance policies for bonds issued by former California redevelopment agencies.

The complaint alleged that the Dissolution Act, and specifically the “Redistribution Provisions” thereof (i.e., California Health and Safety Code Sections 34172(d), 34174, 34177(d), 34183(a)(4), and 34188) violate the “contract clauses” of the United States and California Constitutions (U.S. Const. art. 1, § 10, cl.1; Cal. Const. art. 1, § 9) because they unconstitutionally impair the contracts among the former redevelopment agencies, bondholders and Syncora. The complaint also alleged that the Redistribution Provisions violate the “Takings Clauses” of the United States and California Constitutions (U.S. Const. amend. V; Cal Const. art. 1 § 19) because they unconstitutionally take and appropriate bondholders’ and Syncora’s contractual right to critical security mechanisms without just compensation.

After hearing by the Sacramento County Superior Court on May 3, 2013, the Superior Court ruled that Syncora’s constitutional claims based on contractual impairment were premature. The Superior Court also held that Syncora’s takings claims, to the extent based on the same arguments, were also premature. Pursuant to a Judgment stipulated to by the parties, the Superior Court on October 3, 2013, entered its order dismissing the action. The Judgment, however, provides that Syncora preserves its rights to reassert its challenges to the Dissolution Act in the future. The Successor Agency does not guarantee that any reassertion of challenges by Syncora or that the final results of any of the judicial actions brought by others challenging the Dissolution Act will not result in an outcome that may have a material adverse effect on the Successor Agency’s ability to timely pay debt service on the Bonds.

Reduction in Taxable Value
Tax increment revenues allocated to the Successor Agency are determined by the amount of incremental taxable value in the Project Area allocable to the Project Area and the current rate or rates at which property in the Project Area is taxed. The reduction of taxable values of property caused by economic factors beyond the Successor Agency’s control, such as a relocation out of the Project Area by one or more major property owners, or the transfer, pursuant to California Revenue and Taxation Code Section 68, of a lower assessed valuation to property within the Project Area by a person displaced by eminent domain or similar proceedings, or the discovery of hazardous substances on a property within the Project Area (see “Hazardous Substances,” below) or the complete or partial destruction of such property caused by, among other eventualities, an earthquake (see “Earthquake,” below), flood or other natural disaster, could cause a reduction in the Tax Revenues securing the Bonds. Property owners may also appeal to the County Assessor for a reduction of their assessed valuations or the County Assessor could order a blanket reduction in assessed valuations based on then current economic conditions. See “APPENDIX A – Report of Fiscal Consultant - Assessment Appeals.” Any such reductions of assessed valuations and the resulting decline in tax increment revenues could have an adverse effect on the Successor Agency’s ability to make timely payments of principal of and interest on the Bonds, which could reduce revenues available to pay debt service on the Bonds.

Risks of Real Estate Secured Investments Generally
The Owners and Beneficial Owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (a) adverse changes in local market conditions, such as changes in the market value of real property within and in the vicinity of the respective project areas, the supply of or demand for competitive properties in such project areas, and the market value of competitive properties in the event of sale or foreclosure, (b) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies, and (c) natural disasters (including, without limitation, earthquakes, fires, droughts and floods), which may result in uninsured losses.

46 Debt Service Reserve Policy Risk Factors
The Reserve Requirement for the Series 2026 Bonds will be satisfied by the delivery of the Reserve Policy by the Insurer on the Closing Date. The amounts available under the Reserve Policy shall be used and withdrawn by the Trustee solely for the purpose of making transfers in the event of any deficiency at any time in any of such account with respect to the payment of debt service on the Series 2026 Bonds. The Successor Agency has no obligation to replace the Reserve Policy or to fund the Reserve Subaccount with cash if, at any time that the Series 2026 Bonds are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amount are not available under the Reserve Policy, other than in connection with a draw thereon.

The obligations of the Insurer under the Reserve Policy are contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.

Neither the Successor Agency nor the Underwriter have made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the Successor Agency to pay principal and interest on the Series 2026 Bonds and the claims paying ability of the Insurer, particularly over the life of the investment.

Reduction in Inflationary Rate and Changes in Legislation As described in greater detail below (see “LIMITATIONS ON TAX REVENUES”), Article XIIIA of the California Constitution provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2% and there have been several years in which taxable values were adjusted by an actual inflationary rate that was less than 2%. The adjusted inflationary rate for fiscal year 2026-27 is 2.00%.

The Successor Agency is unable to predict whether future annual inflationary adjustments to the taxable value base of real property within the Project Area will be in the amount of the full 2% permitted under Article XIIIA or will be in an amount less than 2%. The projections assume a growth rate of 2%, however, the growth rate may be lower.

Change in Law
In addition to the other limitations on Tax Revenues, the California electorate or Legislature could adopt a constitutional or legislative property tax decrease with the effect of reducing Tax Revenues payable to the Successor Agency. There is no assurance that the California electorate or Legislature will not at some future time approve additional limitations that could reduce the Tax Revenues and adversely affect the security of the Bonds.

By way of example of two recent failed tax initiatives, an initiative measure (the “Split Roll Initiative”) to amend Article XIIIA qualified for the State’s November 2020 ballot but was defeated at the polls. If adopted, the Split Roll Initiative would have based property taxes for commercial and industrial properties on market values beginning in tax year 2020-21. Nearly a year later, another initiative proposal, the “Housing Affordability and Tax Cut Act of 2022,” would have taxed tax many types of California properties, including commercial properties, residential properties, industrial properties, mixed-use properties and vacant land with a full cash value of more than $4 million. Effectively, it would have dismantled Proposition 13’s property tax safeguards. Proponents had until the end of April 2022 to gather the required number of signatures, but failed to do so. The Successor Agency is unable to predict how any similar initiative, if adopted, would affect the relationship of the assessed value between land use types (i.e., residential versus commercial) in the Project Area or what other impacts such an Initiative might have on the local economy or the Tax Revenues.

47 Availability of Hazard Insurance
According to the California Department of Insurance, insurance companies declined to renew 2.8 million homeowner policies in the State. Insurers have been exiting the State, refusing to write new policies in areas they consider to be at high risk for certain hazards (e.g., wildfire hazard), or in some cases refusing to offer coverage for high-value homes, which insurance companies generally classify as homes with a replacement cost of $750,000 or higher. Such cancellations generally have resulted in increased cost to homeowners as they obtain replacement coverage. The California FAIR Plan Association provides insurance to homeowners who cannot otherwise find insurance coverage, but policies through the FAIR Plan do not provide as much coverage as traditional homeowner’s insurance and tend to bear rates that are higher than traditional homeowner’s insurance.

Though several legislative and policy revisions are circulating, the Successor Agency cannot predict whether homeowner’s insurance will continue to be available to home purchasers at affordable rates. An increase in homeowner’s insurance rates may reduce affordability and may cause homeowners to be unable or unwilling to pay the taxes when due.

Bankruptcy of Landowners
The bankruptcy of a major assessee in the Project Area could delay and/or impair the collection of property taxes by the County with respect to properties in the bankruptcy estate. Although the Successor Agency is not aware of any major property owners in the Project Area that are in bankruptcy or threatening to declare bankruptcy, the Successor Agency cannot predict the effects on the collections of Tax Revenues if such an event were to occur.

Natural Disasters
The value of the property in the Project Area in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the property and the continued habitability and enjoyment of such private improvements.

Natural disasters could include, without limitation, floods, wildfires, and droughts. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of property taxes, and the value of the property may well depreciate.

Seismic Hazard. There are several earthquake faults in the Rancho Cucamonga area that potentially could result in damage to buildings, roads, bridges, and property within the Project Area in the event of an earthquake.

Past experiences, including the July 1992, Landers 7.5 and Big Bear 6.6 Richter Scale earthquakes, have not resulted in damage to infrastructure or property in Rancho Cucamonga. One fault that could affect the Project Area is the San Andreas Fault, which is located approximately 20 miles northeast of the City. The Cucamonga Fault lies at the north end of territory recently annexed to the City and the Etiwanda Fault (also known as the Red Hill Fault) lies within the City boundaries.

If an earthquake were to substantially damage or destroy property within the Project Area, the assessed valuation of such property would be reduced. Such a reduction of assessed valuations could result in a reduction of the Tax Revenues that secure the Bonds, which in turn could impair the ability of the Successor Agency to make payments of principal of and/or interest on the Bonds when due.

Flood Hazard. A portion of the Project Area is located in a 100-year flood plain. If flooding were to substantially damage or destroy property within the Project Area, the assessed valuation of such property would be reduced. Such a reduction of assessed valuations could result in a reduction of the Tax Revenues that secure the Bonds, which in turn could impair the ability of the Successor Agency to make payments of principal of and/or interest on the Bonds when due.

48 Fire Hazard. In recent years, wildfires have caused extensive damage throughout the State. Certain of these fires have burned thousands of acres and destroyed hundreds and in some cases thousands of homes. In some instances, entire neighborhoods have been destroyed. In January 2025, multiple fires occurred across communities in Los Angeles County, including Pacific Palisades, Malibu and Altadena, some of which damaged or destroyed property in areas that were not previously considered to be at risk from such events.

The areas surrounding the City to the north have experienced wildfires in the past 15 years, the most significant being the Etiwanda Fire in April 2014 which burned over 2,100 acres of open space and destroyed one structure. The fact that an area is not in a high fire hazard severity zone does not mean it cannot experience a damaging fire; it means only that the probability is reduced, generally because the number of days a year that the area has “fire weather” is less. In addition, other fires with smaller impact, such as the Gold Fire, Little Mountain Fire, and Freeway Fire, have occurred in areas proximate to the City. No damage, however, was done to any structures within the City due to these fires.

In March 2025, Department of Forestry and Fire Protection of the State (“Cal Fire”) released an updated Fire Hazard Severity Zone map for the Southern California region. The Cal Fire Hazard Severity Zone maps evaluate fire hazard, which is defined as the likelihood and expected fire behavior over a 30 to 50-year period without considering mitigation measures such as home hardening, recent wildfire or fuel reduction efforts, as opposed to risk, which is the potential damage a fire can do to the area under existing conditions, accounting for any modifications such as fuel reduction projects, defensible space, and ignition resistant building construction.

Pursuant to State law, the State Fire Marshal is mandated to classify the state responsibility areas where the state has financial responsibility for wildfire protection and prevention into Fire Hazard Severity Zones classified as “Moderate,” “High” or “Very High.” In areas designated as local responsibility areas, where local agencies have financial responsibility for wildfire protection and revision, Cal Fire’s Fire Hazard Severity Zone maps make recommendations for the classification of Moderate, High or Very High Fire Hazard Severity Zones and the local agencies must adopt maps which either adopt Cal Fire’s recommendations or place the relevant areas in a higher classification. For more information on Cal Fire’s Fire Hazard Severity Zone maps, see the Cal Fire website. The City and portions of the Project Area are located within an area which Cal Fire has designated as a High or Very High Fire Hazard Severity Zone. No assurance can be given as to the severity or frequency of wildfires within the vicinity of or in the City or Project Area.

On January 16, 2025, Governor Gavin Newsom issued Executive Order N-10-25 (the “Governor’s Order”) which suspended penalties, costs and interest on overdue property taxes (including special taxes) within certain zip codes affected by the Palisades Fire during calendar year 2025. In the event of a major fire or other natural disaster affecting the City or Project Area, a similar order affecting the City or Project Area could impact the collection of taxes needed to make debt service payments for the Bonds.

In the event of a severe earthquake, fire, flood or other natural disaster, there may be significant damage to both property and infrastructure in the Project Area. As a result, a substantial portion of the property owners may be unable or unwilling to pay property taxes when due. In addition, the value of land in the Project Area could be diminished in the aftermath of such a natural disaster.

From time to time, the region is subject to other natural calamities which could adversely affect economic activity in the City, and which could have a negative impact on the general economy and the values of properties in the Project Area. There can be no assurance that the occurrence of any natural calamity, such as earthquake, flooding or wildfire, would not cause substantial reduction in the assessed valuations of properties in the Project Area. Such a reduction of assessed valuations could result in a reduction of the Tax Revenues that secure the Bonds.

Concentration of Property Ownership
Based on Fiscal Year 2025-26 locally assessed taxable valuations, the top ten taxable property owners in the Project Area represent approximately 16.63% of the total Fiscal Year 2025-26 taxable value and approximately

16.89% of the incremental value. Although the bankruptcy, termination of operations or departure from the Project Area by one of the largest property owners from the Project Area could adversely impact the availability

49 of Tax Revenues to pay debt service on the Bonds, the Successor Agency believes any such adverse impact is unlikely in light of debt service coverage.

Levy and Collection of Taxes
The Successor Agency has no independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Tax Revenues and, accordingly, could have an adverse impact on the ability of the Successor Agency to make debt service payments on the Bonds. Likewise, delinquencies in the payment of property taxes could have an adverse effect on the Successor Agency’s ability to make timely debt service payments on the Bonds.

Estimated Revenues
In estimating that Tax Revenues will be sufficient to pay debt service on the Bonds, the Successor Agency has made certain assumptions with regard to present and future assessed valuation in the Project Area, future tax rates and percentage of taxes collected. The Successor Agency believes these assumptions to be reasonable, but there is no assurance these assumptions will be realized and to the extent that the assessed valuation and the tax rates are less than expected, the Tax Revenues available to pay debt service on the Bonds will be less than those projected and such reduced Tax Revenues may be insufficient to provide for the payment of principal of, premium (if any) and interest on the Bonds.

Hazardous Substances
An additional environmental condition that may result in the reduction in the assessed value of property would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the Project Area. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the Project Area be affected by a hazardous substance, could be to reduce the marketability and value of the property by the costs of remedying the condition.

The value of the property within the Project Area, as set forth in the various tables in this Official Statement, does not reflect the presence of any hazardous substance or the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the property. The Successor Agency has not independently verified, but is not aware, of the presence of any hazardous substance within the Project Area or that any owner (or operator) of any of the property within the Project Area has such a current liability with respect to any such property. It is possible, however, that such substances are present and/or liabilities do currently exist and that the Successor Agency is not aware.

Direct and Overlapping Indebtedness
The ability of land owners within the respective project area to pay property tax installments as they come due could be affected by the existence of other taxes and assessments, imposed upon the land. In addition, other public agencies whose boundaries overlap those of the respective project area could, without consent of the Successor Agency, and in certain cases without the consent of the owners of the land within the Project Area, impose additional taxes or assessment liens on the property to finance public improvements.

Future Legislation and Initiatives
Article XIIIA, Article XIIIB and Proposition 218 were each adopted as measures that qualified for the ballot pursuant to California’s initiative process. From time to time other initiative measures could be adopted,

50 further affecting revenues of the Successor Agency or the Successor Agency’s ability to expend revenues. In addition, the California electorate or Legislature could adopt future limitations with the effect of reducing Tax Revenues payable to the Successor Agency. The nature and impact of any such measure cannot currently be anticipated.

Assessment Appeals
Property taxable values may be reduced as a result of a successful appeal of the taxable value determined by the County Assessor. An appeal may result in a reduction to the County Assessor’s original taxable value and a tax refund to the applicant property owner. A reduction in taxable values within the Project Area and the refund of taxes which may arise out of successful appeals by property owners will affect the amount of Tax Revenues.

The Successor Agency has in the past experienced reductions in its tax increment revenues as a result of assessment appeals. The actual impact to tax increment is dependent upon the actual revised value of assessments resulting from values determined by the County Assessment Appeals Board or through litigation and the ultimate timing of successful appeals. For a discussion of historical assessment appeals in the Project Area and summary information regarding pending and resolved assessment appeals for the Successor Agency, see Appendix A - Fiscal Consultant’s Report.

Economic Risks
The Successor Agency’s ability to make payments on the respective Bonds will be partially dependent upon the economic strength of the Project Area. If there is a decline in the general economy of the Project Area, the owners of property may be less able or less willing to make timely payments of property taxes causing a delay or stoppage of tax increment revenues. In the event of decreased values, Tax Revenues may decline even if property owners make timely payment of taxes.

Investment Risk
Funds held under the Indenture are required to be invested in Permitted Investments as provided under the Indenture. See APPENDIX A attached hereto for a summary of the definition of Permitted Investments. The funds and accounts of the Successor Agency, into which a portion of the proceeds of the Bonds will be deposited and into which Tax Revenues are deposited, may be invested by the Successor Agency in any investment authorized by law. All investments, including the Permitted Investments and those authorized by law from time to time for investments by municipalities, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal.

Further, the Successor Agency cannot predict the effects on the receipt of Tax Revenues if the County were to suffer significant losses in its portfolio of investments or if the County or the City were to become insolvent or declare bankruptcy. See “BONDOWNER’S RISKS – Bankruptcy.” Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that the Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then-prevailing circumstances. Such prices could be substantially different from the original purchase price.

No assurance can be given that the market price for the Bonds will not be affected by the introduction or enactment of any future legislation (including without limitation amendments to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any action of the Internal Revenue Service, including but not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the Bonds for audit examination, or the course or result of any Internal Revenue Service audit or examination of the Bonds or obligations that present similar tax issues as the Bonds.

51 Bankruptcy
The rights of the Owners of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights under currently existing law or laws enacted in the future and may also be subject to the exercise of judicial discretion under certain circumstances. The opinions of Bond Counsel as to the enforceability of the obligation to make payments on the Bonds will be qualified as to bankruptcy and such other legal events. See “APPENDIX F – Form of Opinion of Bond Counsel.” Loss of Tax Exemption
As discussed under the caption “OTHER INFORMATION – Tax Matters,” the interest on the Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as the result of a failure of the Successor Agency to comply with certain provisions of the Tax Code.

Should such an event of taxability occur, such Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the redemption provisions of the Indenture.

Federal Tax-Exempt Status of the Bonds
The Tax Code imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of Bond proceeds, limitations on the investment earnings on Bonds proceeds prior to expenditure, a requirement that certain investment earnings on the Bond proceeds be paid periodically to the United States and a requirement that the issuers file an information report with the Internal Revenue Service (the “IRS”). The Successor Agency has covenanted in certain of the documents referred to herein that they will comply with such requirements. Failure to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the Bonds as taxable, retroactively to the date of issuance of such Bonds.

IRS Audit of Tax-Exempt Issues
The IRS has a program for the auditing of tax-exempt issues, including both random and targeted audits.

It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar obligations).

Cybersecurity
The City, like many other public and private entities, relies on a large and complex technology environment to conduct its operations. As a recipient and provider of personal, private, or sensitive information, the City is subject to cyber threats including, but not limited to: hacking, malware, social engineering, and other attacks on its computer systems and sensitive digital networks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the Successor Agency, or the administration of the Bonds. The Successor Agency is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation on the County Tax Collector for the levy and collection of Tax Revenues, the County Auditor-Controller for the submission of the ROPS, the Trustee, and the Dissemination Agent. No assurance can be given that the City or the Successor Agency and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. In the previous five years, the City has not suffered any material cybersecurity attacks or breaches.

LIMITATIONS ON TAX REVENUES
Property Tax Limitations - Article XIIIA
Article XIIIA of the California Constitution. Section 1(a) of Article XIIIA of the California Constitution limits the maximum ad valorem tax on real property to one percent of full cash value, to be collected by the

52 counties and apportioned according to law. Section 2 of Article XIIIA defines “full cash value” to mean “the county assessor’s valuation of real property as shown on the 1975/76 tax bill under full cash value or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” The full cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year, or reduction in the consumer price index or comparable data for the area under taxing jurisdiction or reduced in the event of declining property value caused by substantial damage, destruction or other factors.

Legislation enacted by the California Legislature to implement Article XIIIA provides that notwithstanding any other law, local agencies may not levy any ad valorem property tax except to pay debt service on indebtedness approved by the voters as described above.

In the general elections of 1986, 1988, and 1990, the voters of the State approved various measures which further amended Article XIIIA. One such amendment generally provides that the purchase or transfer of (i) real property between spouses or (ii) the principal residence and the first $1,000,000 of the full cash value of other real property between parents and children, do not constitute a “purchase” or “change of ownership” triggering reassessment under Article XIIIA. This amendment will reduce the tax increment of the Successor Agency. Other amendments permitted the Legislature to allow persons over 55 who sell their residence and on or after November 5, 1986, to buy or build another of equal or lesser value within two years in the same county, to transfer the old residence’s assessed value to the new residence, and permitted the Legislature to authorize each county under certain circumstances to adopt an ordinance making such transfers or assessed value applicable to situations in which the replacement dwelling purchased or constructed after November 8, 1988, is located within that county and the original property is located in another county within California.

In the June 1990 election, the voters of the State approved additional amendments to Article XIIIA permitting the State Legislature to extend the replacement dwelling provisions applicable to persons over 55 to severely disabled homeowners for replacement dwellings purchased or newly constructed on or after June 5, 1990, and to exclude from the definition of “new construction” triggering reassessment improvements to certain dwellings for the purpose of making the dwelling more accessible to severely disabled persons. In the November 1990 election, the voters approved the amendment of Article XIIIA to permit the State Legislature to exclude from the definition of “new construction” seismic retrofitting improvements or improvements utilizing earthquake hazard mitigation technologies constructed or installed in existing buildings after November 6, 1990.

On November 3, 2020, State voters approved Proposition 19, a legislatively referred constitutional amendment (“Proposition 19”), which amended Article XIIIA to (i) expand special rules that give property tax savings to homeowners that are over the age of 55, severely disabled, or whose property has been impacted by wildfire or natural disaster, when they buy a different home; (ii) narrow existing special rules for inherited properties; and (iii) dedicate most of the potential new State revenue generated from Proposition 19 toward fire protection. No assurance can be given as to what effect the implementation of Proposition 19 will have on the future assessed valuation of real property in the Project Area.

These amendments and any future amendments may reduce the tax increment of the Successor Agency.

Both the California Supreme Court and the United States Supreme Court have upheld the constitutionality of Article XIIIA.

Article XIIIB of the California Constitution. On November 6, 1979, California voters approved Proposition 4, the Gann Initiative, which added Article XIIIB to the California Constitution. The principal effect of Article XIIIB is to limit the annual appropriations of the State and any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity.

Appropriations subject to Article XIIIB include generally the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds.

Effective September 30, 1980, the California Legislature added Section 33678 to the Redevelopment Law which provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or

53 interest on, loans, advances, or indebtedness will not be deemed the receipt by the agency of proceeds of taxes levied by or on behalf of the agency within the meaning of Article XIIIB or any statutory provision enacted in implementation thereof, including Section 33678 of the Redevelopment Law. The constitutionality of Section 33678 has been upheld by the Second and Fourth District Courts of Appeal in two decisions: Bell Community Redevelopment Agency v. Woosely and Brown v. Community Redevelopment Agency of the City of Santa Ana. On the basis of these decisions, the Successor Agency has not adopted an appropriations limit.

Proposition 218. On November 5, 1996, the voters of the State approved Proposition 218, the “Right to Vote on Taxes Act.” Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of provisions affecting the ability of the public agencies to levy and collect both existing and future taxes, assessments, fees and charges.

Article XIIIC removes limitations on the initiative power in matters of local taxes, special taxes, assessments, fees and charges. While the matter is not free from doubt, it is likely that a court would hold that the initiative power cannot be used to reduce or repeal the levy of property taxes or to materially affect the collection and pledge of Tax Revenues.

The interpretation and application of the initiative provisions of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above, and while it is not possible at this time to predict with certainly the outcome of such determination, the Successor Agency does not believe that Proposition 218 will materially affect its ability to pay principal of or interest on the 2024 Bonds or the Series 2026 Bonds.

Implementing Legislation
Legislation enacted by the California Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value is shown at 100% of assessed value and all general tax rates reflect the $1.00 per $100 of taxable value. Tax rates for bond debt service and pension liability are also applied to 100% of assessed value.

Future assessed valuation growth allowed under Article XIIIA (new construction, change of ownership, 2% annual value growth) will be allocated on the basis of “situs” among the jurisdictions that serve the tax rate area within which the growth occurs. Local agencies and school districts will share the growth of “base” revenue from the tax rate area. Each year’s growth allocation becomes part of each agency’s allocation in the following year. The Successor Agency is not able to predict the nature or magnitude of future revenue sources which may be provided by the State to replace lost property tax revenues. Article XIIIA effectively prohibits the levying of any other ad valorem property tax above the 1% limit except for taxes to support indebtedness approved by the voters as described above.

Unitary Property
Assembly Bill 2890 (Statutes of 1986, Chapter 1457), which added Section 98.9 to the California Revenue and Taxation Code, provided that, commencing with the Fiscal Year 1988-89, assessed value derived from State- assessed unitary property (consisting mostly of operational property owned by utility companies) was to be allocated county-wide as follows: (i) each tax rate area will receive the same amount from each assessed utility received in the previous fiscal year unless the applicable county-wide values are insufficient to do so, in which case values will be allocated to each tax rate area on a pro rata basis; and (ii) if values to be allocated are greater than in the previous fiscal year, each tax rate area will receive a pro rata share of the increase from each assessed utility according to a specified formula. Additionally, the lien date on State-assessed property was changed from March 1 to January 1.

Assembly Bill 454 (Statutes of 1987, Chapter 921) further modified the distribution of tax revenues derived from property assessed by the State Board of Equalization. Chapter 921 provided for the consolidation of all State-assessed property, except for regulated railroad property, into a single tax rate area in each county.

Chapter 921 further provided for a new method of establishing tax rates on State-assessed property and distribution

54 of property tax revenues derived from State-assessed property to taxing jurisdictions within each county as follows: for revenues generated from the 1% tax rate, each jurisdiction, including redevelopment project areas, will receive a percentage up to 102% of its prior year State-assessed unitary revenue; and if county-wide revenues generated for unitary property are greater than 102% of the previous year’s unitary revenues, each jurisdiction will receive a percentage share of the excess unitary revenue generated from the application of the debt service tax rate to county-wide unitary taxable value, further, each jurisdiction will receive a percentage share of revenue based on the jurisdiction’s annual debt service requirements and the percentage of property taxes received by each jurisdiction from unitary property taxes in accordance with a new formula. Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is sited.

The intent of Chapters 1457 and 921 was to provide redevelopment agencies with their appropriate share of revenue generated from the property assessed by the State Board of Equalization.

The Successor Agency has projected the amount of unitary revenues to be allocated for fiscal year 2026- 27 and each fiscal year thereafter within the Project Area based on unitary revenues for fiscal year 2025-26. The Successor Agency cannot predict the effect of any future litigation or settlement agreements on the amount of unitary tax revenues received or to be received nor the impact on unitary property tax revenues of any transfer of electrical transmission lines to tax-exempt agencies.

Tax Increment Limitation; Senate Bill 211
Assembly Bill 1290 (“AB 1290”) was signed into law by the Governor in December 1993 and amends various provisions of the Redevelopment Law. AB 1290 provides for the placement of time limits on the effectiveness of every redevelopment plan, and provides that after 10 years from the termination date of a plan’s effectiveness, no redevelopment agency, subject to certain exceptions, will pay indebtedness or receive property taxes in connection therewith. In addition, in connection with the shift of tax increment revenues, (i) SB 1045 allowed the Former Agency to extend the effective date of the related redevelopment plan, and the date to receive Tax Revenues in the Project Area, by one year, and (ii) SB 1096 allowed the Former Agency to extend the effective date of the related redevelopment plan, and the date to receive Tax Revenues, by two years subject to compliance with major housing requirements. The Former Agency has taken such action with respect to SB 1045, and the projections of Tax Revenues reflect such extensions. Pursuant to the related redevelopment plan, the expiration date of the related redevelopment plan is as described in “THE RANCHO REDEVELOPMENT PROJECT,” herein.

On October 10, 2001 the Governor of the State signed into law Senate Bill 211 (“SB 211”), which allows redevelopment agencies to eliminate or extend the time limits on their ability to incur debt for project areas established prior to January 1, 1994. Additionally, SB 211 allows redevelopment agencies to extend the termination date of their redevelopment plans and the deadline for the receipt of tax increment for the repayment of debt by 10 years for project areas established prior to January 1, 1994. In order to extend the termination of the redevelopment plans or the deadline for the receipt of tax increment for the repayment of debt, the redevelopment agency must make certain findings of blight in the applicable project areas. Additionally, if a redevelopment agency elects to extend the time limits on the incurrence of debt, the termination of the redevelopment plans or the deadline for the receipt of tax increment for the repayment of debt, the redevelopment agency must make certain additional statutory pass-throughs to other taxing entities. The Former Agency did not extend any of the related redevelopment plan limitations with respect to the respective project area pursuant to SB 211.

SB 107 clarifies that former tax increment limits set forth in redevelopment plans no longer apply for purposes of paying approved enforceable obligations such as the Bonds.

Tax Collection Fees
Legislation enacted by the State Legislature authorizes county auditors to determine property tax administration costs proportionately attributable to local jurisdictions and to submit invoices to the jurisdictions for such costs. Subsequent legislation specifically includes redevelopment agencies among the entities which are

55 subject to a property tax administration charge. The County administration fee amounts to approximately 0.56% of the tax increment revenues from a Project Area. The calculations of Tax Revenues take such administrative costs into account.

Future Initiatives
Article XIIIA, Article XIIIB and Proposition 218 were each adopted as measures that qualified for the ballot under California’s initiative process. From time to time other initiative measures could be adopted, further affecting Agency revenues or the Successor Agency’s ability to expend revenues.

OTHER INFORMATION
Continuing Disclosure
Continuing Disclosure Certificate of Successor Agency. The Successor Agency will undertake all responsibilities for continuing disclosure to Owners of the Series 2026 Bonds as described below, and Willdan Financial Services will act as Dissemination Agent, as described in the Continuing Disclosure Certificate. See “APPENDIX G - FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5) (the “Rule”).

Historical Compliance by the City and Related Entities. During the five years preceding the date of this Official Statement, the City, Successor Agency, and the Rancho Cucamonga Public Finance Authority materially complied with their respective continuing disclosure filing undertaking under the Rule, except that (i) the City filed certain financial data 9 days late for Fiscal Year 2019-20 in connection with its undertaking for the City’s Assessment District No. 93-1 (Masi Plaza) 1997 Limited Obligation Improvement Bonds, and (ii) the City filed certain financial and operating data 10 days late in Fiscal Year 2019-20 in connection with its undertaking for the City’s Community Facilities District No. 2003-01 Improvement Area No. 1 Special Tax Refunding Bonds, Series 2013. [UPDATE TO COME]
To ensure compliance with the continuing disclosure undertakings of the City and its related entities under the Rule, including the Successor Agency, the Finance Director of the City, is responsible for preparing and filing annual disclosure reports and required notices of events specified in such undertakings. Additionally, Willdan Financial Services has been selected by the Successor Agency to serve as dissemination agent with respect to the Successor Agency’s undertaking for the Series 2026 Bonds under the Rule.

Litigation
At the time of delivery of and payment for the Series 2026 Bonds and the Successor Agency will certify that, except as disclosed herein, to its best knowledge there is no litigation, action, suit, proceeding or investigation, at law or in equity, before or by any court, governmental agency or body, pending for which the Successor Agency has been served against or threatened against the Successor Agency in any way affecting the existence of the Successor Agency or the titles of its officers to their offices or seeking to restrain or enjoin the issuance, sale or delivery of the Series 2026 Bonds, the application of the proceeds thereof in accordance with the Indenture, or the collection or application of Tax Revenues to be pledged to pay the principal of and interest on the Series 2026 Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Series 2026 Bonds, the Indenture, or any action of the Successor Agency contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or the powers of the Successor Agency or its authority with respect to the Indenture or any action of the Successor Agency contemplated by said documents, or in any way contesting the completeness or accuracy of this Official Statement or the powers of the Successor Agency or its authority with respect to the Indenture or any action of the Successor Agency contemplated by said documents, or which would adversely affect the exclusion of interest paid on the Series 2026 Bonds from gross income for Federal income tax purposes or the exemption of interest paid on the Series 2026 Bonds from California personal income taxation, nor, to the knowledge of the Successor Agency, is there any basis therefor.

56 Tax Matters
In the opinion of Best Best & Krieger LLP, Riverside, California, subject, however, to certain qualifications described in this Official Statement, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants, the interest on the Series 2026 Bonds is excluded from gross income for federal income tax purposes, and interest on the Series 2026 Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2026 Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Series 2026 Bonds is exempt from California personal income tax.

The opinions set forth in the preceding paragraph are subject to the condition that the Successor Agency comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Series 2026 Bonds. The Successor Agency has made certain representations and covenanted to comply with each such requirement. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Series 2026 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Series 2026 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the Series 2026 Bonds may adversely affect the value of, or the tax status of interest on, the Series 2026 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events, or matters.

If the initial offering price to the public (excluding bond houses and brokers) at which a Series 2026 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which a Series 2026 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Series 2026 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Series 2026 Bonds to determine taxable gain upon disposition (including sale, prepayment, or payment on maturity) of such Series 2026 Bond.

The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Series 2026 Bonds who purchase the Series 2026 Bonds after the initial offering of a substantial amount of such maturity. Owners of such Series 2026 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Series 2026 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Series 2026 Bonds under federal individual alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Series 2026 Bond (said term being the shorter of the bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Series 2026 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Series 2026 Bond is amortized each year over the term to maturity of the Series 2026 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Series 2026 Bond premium is not deductible for federal income tax purposes. Owners of premium Series 2026 Bonds, including purchasers who do not purchase in the original offering, should consult

57 their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Series 2026 Bonds.

Current and future legislative proposals, if enacted into law, clarification of the Tax Code, or court decisions may cause interest with respect to the Series 2026 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code, or court decisions may also affect the market price for, or marketability of, the Series 2026 Bonds. Prospective purchasers of the Series 2026 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Series 2026 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Successor Agency or about the effect of future changes in the Tax Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Successor Agency has covenanted, however, to comply with the requirements of the Tax Code.

A copy of the proposed form of opinion of Bond Counsel is attached hereto as APPENDIX F.

Owners of the Series 2026 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Series 2026 Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Series 2026 Bonds other than as expressly described above.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Series 2026 Bonds, or as to the consequences of owning or receiving interest on the Series 2026 Bonds, as of any future date. Prospective purchasers of the Series 2026 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Legal Opinion
Best Best & Krieger LLP, Riverside, California, will render its opinion with respect to the validity of the Series 2026 Bonds in substantially the form set forth in Appendix F hereto. Copies of the approving opinion will be available at the time of delivery of the Series 2026 Bonds.

In addition, Best Best & Krieger LLP, as Disclosure Counsel, will deliver to the Successor Agency and to the Underwriter a letter in customary form concerning the information set forth in this Official Statement.

Municipal Advisor
Fieldman, Rolapp & Associates has acted as Municipal Advisor to the Successor Agency in conjunction with the issuance of the Series 2026 Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution, and delivery of the Series 2026 Bonds. The Municipal Advisor will receive compensation contingent upon the sale and delivery of the Series 2026 Bonds. The Municipal Advisor has not audited, authenticated, or otherwise independently verified the information set forth in this Official Statement, or any other related information available, with respect to accuracy and completeness of disclosure of such information.

Because of this limited participation, the Municipal Advisor makes no guaranty, warranty, or other representation with respect to the accuracy or completeness of this Official Statement, or any other matter related to this Official Statement.

58 Rating
The Successor Agency has obtained a rating on the Series 2026 Bonds of “[__]” (stable outlook) from S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P).

The rating issued reflects only the view of such rating agency, and any explanation of the significance of such rating should be obtained from such rating agency. There is no assurance that such rating will be retained for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agency if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of any rating obtained may have an adverse effect on the market price of the Series 2026 Bonds.

Underwriting
Raymond James & Associates, Inc. (the “Underwriter”) has agreed to purchase the Series 2026 Bonds at a price of $___________ (being the principal amount of the Series 2026 Bonds, plus original issue premium of $_________, less an underwriter’s discount of $[______]) under a Bond Purchase Contract between the Successor Agency and the Underwriter.

The Underwriter may offer and sell the Series 2026 Bonds to certain dealers and others at a price lower than the offering price stated on the inside cover page hereof. The offering price may be changed from time to time by the Underwriter.

Financial Interests
The fees being paid to the Municipal Advisor, the Underwriter, and Underwriter’s Counsel are contingent upon the issuance and delivery of the Series 2026 Bonds. From time to time, Bond Counsel and Disclosure Counsel represent the Underwriter on matters unrelated to the Series 2026 Bonds.

Miscellaneous
All quotations from and summaries and explanations of the Indenture and other statutes and documents contained herein do not purport to be complete, and reference is made to such documents, Indenture and statutes for full and complete statements of their provisions.
(balance of this page intentionally blank)

59 This Official Statement is submitted only in connection with the sale of the Series 2026 Bonds by the Successor Agency. All estimates, assumptions, statistical information and other statements contained herein, while taken from sources considered reliable, are not guaranteed by the Successor Agency. The information contained herein should not be construed as representing all conditions affecting the Successor Agency or the Series 2026 Bonds.

SUCCESSOR AGENCY TO THE RANCHO

CUCAMONGA REDEVELOPMENT AGENCY
By: ____________________________________
City Manager of the City of Rancho Cucamonga

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APPENDIX A

REPORT OF THE FISCAL CONSULTANT

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APPENDIX B

GENERAL INFORMATION CONCERNING THE CITY OF RANCHO CUCAMONGA General
The City of Rancho Cucamonga (the “City”) is located in San Bernardino County, in the southeastern part of California. It is situated at the foothills of the San Gabriel Mountains and part of the Inland Empire, a metropolitan area east of the Los Angeles metropolitan area. The City enjoys a strategic location with proximity to major highways, providing easy access to other parts of California. This geographical setting offers a unique blend of urban and natural environments, with scenic mountain views and urban amenities.

The City’s current estimated population is approximately 175,000, making it the fourth most populous in San Bernardino County and 26th in California. In terms of size and population, the City is significantly larger than many other cities in California, reflecting its status as a major suburban city. Its growth and development can be characterized by a combination of its favorable location, diverse population, and a range of economic activities, including historical ties to agriculture and winemaking.

The City is a 47 square mile city. Although the City was incorporated in 1977, the community was shaped years prior. Alta Loma, Etiwanda, and Cucamonga experienced massive and uncontrolled growth due to Los Angeles and Orange County families seeking affordable housing. The City provides a full range of municipal services, including police, public works, planning, building and safety, recreation, library, animal care and control, community improvement, and economic development.

The City contracts with other governmental entities, private firms, and individuals to deliver specific services, including police services provided by the San Bernardino Sheriff’s Department. Fire services are provided by the Rancho Cucamonga Fire Protection District, a legally separate entity, but are included within the City’s reporting entity for financial reporting purposes. A different government agency provides water and sewer services.

Location is one of the City’s principal advantages. Major ground transportation routes in and out of Southern California and the Ontario International Airport are nearby. Retail, office, civic and cultural uses are contained anchored around Victoria Gardens, a sizeable and popular regional mall.

Community venues include an adult sports complex, community center, cultural center, senior center, two libraries, and over 150 miles of hiking, biking and equestrian trails which have attracted families to live in the City.

Population
Prior to incorporation, the area generally within the corporate boundaries of the City experienced a rapid growth in population. Population figures for the City, the County and the State for the last five years are shown in the following table.

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CITY OF RANCHO CUCAMONGA AND

COUNTY OF SAN BERNARDINO
Population Estimates
Year
City of
Rancho Cucamonga
County of
San Bernardino
State of
California
2021 174,111 2,179,006 39,327,868
2022 173,896 2,179,845 39,114,785
2023 172,344 2,172,694 39,061,058
2024 175,227 2,200,351 39,420,663
2025 175,992 2,207,424 39,529,101
Source: State Department of Finance estimates (as of January 1).

Employment
The City is included in the Riverside–San Bernardino–Ontario Metropolitan Statistical Area (“MSA”).

The unemployment rate in the Riverside-San Bernardino-Ontario MSA was 5.1% in December 2025, down from

5.2% in 2024. This compares with an unadjusted unemployment rate of 5.1 percent for California and 4.1% for the nation during the same period. The unemployment rate was 5.9 percent in Riverside County, and 5.7% in San Bernardino County.

The following table summarizes the civilian labor force, employment and unemployment in the MSA for the calendar years 2021 through 2025. These figures are county-wide statistics and may not necessarily accurately reflect employment trends in the City.

RIVERSIDE–SAN BERNARDINO–ONTARIO METROPOLITAN STATISTICAL AREA Civilian Labor Force, Employment and Unemployment
(Annual Averages)
2021 2022 2023 2024 2025(3)
Civilian Labor Force (1) 2,108,400 2,140,500 2,180,300 2,209,100 2,265,900 Employment 1,951,600 2,049,900 2,078,100 2,093,800 2,149,800 Unemployment 156,700 90,700 102,300 115,300 116,100
Unemployment Rate 7.4% 4.2% 4.7% 5.2% 5.1%
Wage and Salary Employment: (2)
Total Farm 13,700 13,800 13,800 14,100 14,400
Total Nonfarm 1,575,100 1,659,800 1,658,200 1,692,400 1,748,200 Mining, Logging and Construction 111,500 116,300 119,700 121,100 106,900 Mining and Logging 1,400 1,500 1,500 1,600 1,600
Construction 110,100 114,700 118,200 119,500 105,300
Manufacturing 96,100 100,000 98,900 96,200 93,500
Trade, Transportation, and Utilities 443,200 464,900 451,400 453,000 476,600 Information 12,500 13,000 13,500 13,200 12,000
Financial Activities 45,200 46,000 44,800 44,500 43,200 Professional and Business Services 166,600 173,900 162,400 164,500 157,400 Private Education and Health Services 254,300 267,500 287,000 308,300 355,000 Leisure and Hospitality 160,200 180,900 185,500 185,700 187,300 Other Services 43,600 47,400 49,500 49,200 51,000
Government 242,000 250,000 245,500 256,700 265,300
Total, All Industries 1,588,800 1,673,500 1,672,000 1,706,500 1,762,600 (1) Civilian labor force data are by place of residence; include self-employed individuals, unpaid family workers, household domestic workers, & workers on strike. Data may not add due to rounding. The unemployment rate is calculated using unrounded data. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, & workers on strike. Data may not add due to rounding.
(3) Preliminary; as of December 2025.

Source: State of California Employment Development Department; March 2025 Benchmark.

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Between 2024 and December 2025, total nonfarm employment increased by 55,800, a 3.29% change.

Agricultural employment increased by 300 jobs, a 2.13% change. • Private education and health services added an additional 46,700 jobs over the year. Most of the job additions registered in health care and social assistance. • Government added 8,600 jobs. Local government added the most within the sector. • Mining, Logging and Construction and Construction sectors declined the most over the year, each losing 14,200 jobs.
• Other sectors declined over the year, including manufacturing, information, financial activities, and professional and business services,.

Major Employers
The following table shows the major manufacturing and non-manufacturing employers within the City and their estimated number of employees as of June 30, 2025.

CITY OF RANCHO CUCAMONGA
Major Employers
As of June 30, 2025
Employer Type of Business No. of Employees(1)
Percent of
Total
Employment
Inland Empire Health Plan (IEHP) Government/Public Entity 3,805 4.04% Etiwanda School District Public Educational Institution 2,004 2.13 Chaffey Community College Public Educational Institution 1,763 1.87 Alta Loma School District Public Educational Institution 1,135 1.20 Frito-Lay Inc. Private Corporation 917 0.97
City of Rancho Cucamonga Government/Public Entity 722 0.77 National Community Renaissance Of California Non-Profit Organization 700 0.74 Amphastar Pharmaceutical Private Corporation 645 0.68
Central School District Public Educational Institution 640 0.68 Bass Pro Shops Outdoor World Private Corporation 500 0.53 Reyes Coca Cola Bottling, LLC Private Corporation 400 0.42 (1) Includes full-time and part-time employees.

Source: City of Rancho Cucamonga, Finance Department, Annual Comprehensive Financial Report for fiscal year ended June 30, 2025.

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Commercial Activity
A summary of historic taxable sales within the City during the past five years in which data is available is shown in the following table.

CITY OF RANCHO CUCAMONGA
Taxable Transactions
Year(1)
Retail and Food
Services Taxable
Transactions
All Outlets
Taxable
Transactions Per Capita
2021 $653,022,787 $872,220,874 4,956.03
2022 647,449,871 903,384,251 5,177.69
2023 645,163,654 878,560,080 5,062.43
2024 642,095,957 874,908,806 5,048.06
2025 641,899,305 872,220,874 4,956.03
(1) As of Q4 in each year.

Source: California Department of Tax and Fee Administration.

A summary of historic taxable sales within the County during the past five years in which data is available is shown in the following table.

COUNTY OF SAN BERNARDINO
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions Year(1)
Number
of Permits
Taxable
Transactions
2021 66,585 $15,084,765,713
2022 68,480 15,726,979,531
2023 67,336 15,501,888,620
2024 68,447 15,766,145,017
2025 69,489 16,641,622,710
(1) As of Q4 in each year.

Source: California Department of Tax and Fee
Administration.

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APPENDIX C

CITY OF RANCHO CUCAMONGA

AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2025

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APPENDIX D

SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS
The following is a summary of certain provisions of the Original Indenture and the Eighth Supplemental Indenture not otherwise described in the text of this Official Statement. This summary is not intended to be definitive, and reference is made to the text of the Original indenture and the Eighth Supplemental Indenture for the complete provisions thereof.

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APPENDIX E

DTC AND THE BOOK ENTRY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial ownership interests in the Series 2026 Bonds, payment of principal of, premium, if any, and interest on the Series 2026 Bonds to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Series 2026 Bonds, and other related transactions by and between DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the Successor Agency believes to be reliable, but the Successor Agency does not take responsibility for the completeness or accuracy thereof. The Successor Agency cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners either (a) payments of principal, premium, if any, and interest with respect to the Series 2026 Bonds or (b) certificates representing ownership interests in or other confirmation of ownership interests in the Series 2026 Bonds, or that they will so do on a timely basis or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Series 2026 Bonds. The Series 2026 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond will be issued for each maturity (and each individual yield in the case of bifurcated maturities) of the Series 2026 Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+.

The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com; provided that nothing contained in such website is incorporated into this Official Statement.

Purchases of Series 2026 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2026 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2026 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase.

Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2026 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial

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Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2026 Bonds, except in the event that use of the book-entry system for the Series 2026 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2026 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2026 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2026 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2026 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2026 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2026 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of Series 2026 Bonds may wish to ascertain that the nominee holding the Series 2026 Bonds for their benefit will agree to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2026 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2026 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Successor Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Series 2026 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Series 2026 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Successor Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Successor Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Successor Agency or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

The Successor Agency may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered to DTC.

NEITHER THE SUCCESSOR AGENCY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY

OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS

WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF SERIES 2026 BONDS FOR REDEMPTION.

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DTC (or a successor securities depository) may discontinue providing its services as securities depository with respect to the Series 2026 Bonds at any time by giving reasonable notice to the Successor Agency. The Successor Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC (or a successor securities depository) with respect to the Series 2026 Bonds. The Successor Agency undertakes no obligation to investigate matters that would enable the Successor Agency to make such a determination. In the event that the book-entry system is discontinued as described above, the requirements of the Indenture will apply.

THE SUCCESSOR AGENCY AND THE UNDERWRITER CANNOT AND DO NOT GIVE ANY

ASSURANCES THAT DTC, THE PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL, INTEREST OR PREMIUM, IF ANY, WITH RESPECT TO THE SERIES 2026 BONDS PAID

TO DTC OR ITS NOMINEE AS THE REGISTERED OWNER, OR WILL DISTRIBUTE ANY REDEMPTION

NOTICES OR OTHER NOTICES, TO THE BENEFICIAL OWNERS, OR THAT THEY WILL DO SO ON A

TIMELY BASIS OR WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE SUCCESSOR AGENCY AND THE UNDERWRITER ARE NOT RESPONSIBLE OR

LIABLE FOR THE FAILURE OF DTC OR ANY PARTICIPANT TO MAKE ANY PAYMENT OR GIVE ANY NOTICE TO A BENEFICIAL OWNER WITH RESPECT TO THE SERIES 2026 BONDS OR AN ERROR OR DELAY RELATING THERETO.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Successor Agency deems reliable, but the Successor Agency takes no responsibility for the accuracy thereof.

DTC may discontinue providing its services as securities depository with respect to the Series 2026 Bonds at any time by giving reasonable notice to the Successor Agency or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2026 Bonds are required to be printed and delivered as described in the Indenture.

The Successor Agency may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2026 Bonds will be printed and delivered as described in the Indenture and payment of interest to each Owner who owns of record $1,000,000 or more in aggregate principal amount of Series 2026 Bonds may be made to such Owner by wire transfer to such wire address within the United States that such Owner may request in writing for all Interest Payment Dates following the 15th day after the Trustee’s receipt of such request.

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APPENDIX F

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
Successor Agency to the
Rancho Cucamonga Redevelopment Agency
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Re: $__________ Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026 Ladies and Gentlemen:

We have reviewed the Constitution and laws of the State of California and certain proceedings taken by the Successor Agency to the Rancho Cucamonga Redevelopment Agency (the “Agency”) in connection with the issuance by the Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026 (the “Bonds”), pursuant to the provisions of Section 34177.5(a)(1) of the California Health and Safety Code and Article 11 (commencing with Section 53580) of Chapter 3 of Part I of Division 2 of Title 5 of the California Government Code (the “Refunding Law”) and pursuant to that certain Trust Indenture, dated as of March 1, 1990 (the “Original Indenture”), by and between the former Rancho Cucamonga Redevelopment Agency (the “Former Agency”), as succeeded by the Agency, and Computershare Trust Company, National Association, formerly Wells Fargo Bank, N.A., as successor in interest to Bank of America National Trust and Savings Association (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of January 1, 1994 (the “First Supplemental Indenture”), by and between the Former Agency and the Trustee, as successor in interest to Bank of America National Trust and Savings Association, that certain Second Supplemental Indenture, dated as of August 1, 1999 (the “Second Supplemental Indenture”), by and between the Former Agency and the Trustee, as successor in interest to U.S.

Bank Trust National Association, that certain Third Supplemental Indenture, dated as of August 1, 2001 (the “Third Supplemental Indenture”), by and between the Former Agency and the Trustee, that certain Fourth Supplemental Indenture, dated as of March 1, 2004 (the “Fourth Supplemental Indenture”), by and between the Former Agency and the Trustee, that certain Fifth Supplemental Indenture, dated as of July 1, 2014 (the “Fifth Supplemental Indenture”), by and between the Successor Agency and the Trustee, that certain Sixth Supplemental Indenture, dated as of October 1, 2016 (the “Sixth Supplemental Indenture”), by and between the Successor Agency and the Trustee, that certain Seventh Supplemental Indenture, dated as of December 1, 2024 (the “Seventh Supplemental Indenture”), by and between the Successor Agency and the Trustee, and as further amended and supplemented by that certain Eighth Supplemental Indenture, dated as of August 1, 2026, by and between the Successor Agency and the Trustee (the “Eighth Supplemental Indenture,” and together with the Original Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, the Sixth Supplemental Indenture, and the Seventh Supplemental Indenture, the “Indenture”). The proceeds of the Bonds have been applied by the Agency to refinance certain redevelopment activities of the Former Agency. We have also examined such certified proceedings and other papers and materials as we deem necessary to render this opinion.

In such connection, we have reviewed the Indenture, the tax certificate of the Agency for the Bonds dated the date hereof (the “Tax Certificate”), certificates of the Agency and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to

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our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Agency. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes.

We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto.

Based upon the foregoing, and under existing law, we are of the following opinions:

1. The Agency is a successor agency duly organized and validly existing under the laws of the State of California, with power to enter into the Indenture, to perform the agreements on its part contained therein and to issue the Bonds.

2. The Bonds constitute the valid and legally binding special obligations of the Agency enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture.

3. The Indenture has been duly approved by the Agency and constitutes the valid and legally binding obligation of the Agency enforceable against the Agency in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance, or other laws affecting creditor’s rights generally, or the exercise of judicial discretion in accordance with general principals of equity or otherwise in appropriate cases; provided, however, we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein.

4. The Indenture establishes a first lien on and pledge of the Tax Revenues (as such term is defined in the Indenture) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture.

5. Interest on the Bonds is exempt from California personal income taxation.

6. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Bonds is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations.

Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.

Respectfully submitted,

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APPENDIX G

FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the Successor Agency to the Rancho Cucamonga Redevelopment Agency (the “Agency”) in connection with the issuance of $[__________] aggregate principal amount of Successor Agency of the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026 (the “Bonds”). The Bonds are being issued pursuant to that certain Trust Indenture, dated as of March 1, 1990 (the “Original Indenture”), by and between the former Rancho Cucamonga Redevelopment Agency (the “Former Agency”), as succeeded by the Agency, and Computershare Trust Company, National Association, formerly Wells Fargo Bank, N.A., as successor in interest to Bank of America National Trust and Savings Association (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of January 1, 1994 (the “First Supplemental Indenture”), by and between the Former Agency and the Trustee, as successor in interest to Bank of America National Trust and Savings Association, that certain Second Supplemental Indenture, dated as of August 1, 1999 (the “Second Supplemental Indenture”), by and between the Former Agency and the Trustee, as successor in interest to U.S. Bank Trust National Association, that certain Third Supplemental Indenture, dated as of August 1, 2001 (the “Third Supplemental Indenture”), by and between the Former Agency and the Trustee, that certain Fourth Supplemental Indenture, dated as of March 1, 2004 (the “Fourth Supplemental Indenture”), by and between the Former Agency and the Trustee, that certain Fifth Supplemental Indenture, dated as of July 1, 2014 (the “Fifth Supplemental Indenture”), by and between the Successor Agency and the Trustee, that certain Sixth Supplemental Indenture, dated as of October 1, 2016 (the “Sixth Supplemental Indenture”), by and between the Successor Agency and the Trustee, that certain Seventh Supplemental Indenture, dated as of December 1, 2024 (the “Seventh Supplemental Indenture”), by and between the Successor Agency and the Trustee, and as further amended and supplemented by that certain Eighth Supplemental Indenture, dated as of August 1, 2026, by and between the Successor Agency and the Trustee (the “Eighth Supplemental Indenture,” and together with the Original Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture, and Seventh Supplemental Indenture, the “Indenture”).

The Agency covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Agency for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission (“SEC”) Rule 15c2- 12(b)(5).

SECTION 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 Date” shall mean the date in each year not later than April 1 following the end of the Agency’s fiscal year, the end of which, as of the date of this Disclosure Certificate, is June 30 in each year. “City” shall mean the City of Rancho Cucamonga, California. “Dissemination Agent” shall mean, initially, Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent that is so designated in writing by the Agency and which has filed with the then current Dissemination Agent a written acceptance of such designation. “EMMA” shall mean the MSRB’s Electronic Municipal Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/. “Financial Obligation” shall mean (a) a debt obligation; (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b). The term “Financial Obligation” does not include municipal securities (as such term is

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defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as such term is defined in the Rule) has been provided to EMMA consistent with the Rule. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. “Official Statement” shall mean the Official Statement relating to the Bonds. “Initial Purchaser” shall mean Raymond James & Associates, Inc., the initial purchaser of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.

SECTION 3. Provision of Annual Reports.
(a) The Agency shall, or shall cause the Dissemination Agent to, not later than nine months after the end of the Agency’s fiscal year (which shall be April 1 of each year, so long as the Agency’s fiscal year ends on June 30), commencing with the report for the 2025-26 fiscal year (which shall be April 1, 2027), provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate.

The Annual Report may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, however, that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Agency’s fiscal year changes, it shall provide written notice of such change in the same manner as for a Listed Event under Section 5(c). The Annual Report shall be submitted on a standard form in use by industry participants or other appropriate form and shall identify the Bonds by name and CUSIP number.
(b) Not later than fifteen (15) Business Days prior to said date, the Agency shall provide the Annual Report to the Dissemination Agent (if other than the Agency). If the Agency is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Agency shall send or cause to be sent to the MSRB a notice in substantially the form attached as Exhibit A or such other form as prescribed or acceptable to the MSRB. (c) The Dissemination Agent shall (if the Dissemination Agent is other than the Agency), file a report with the Agency certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to the MSRB.

SECTION 4. Content of Annual Reports. The Agency’s Annual Report shall contain or include by reference the following:
(a) Audited financial statements of the Agency for the preceding fiscal year prepared in accordance with generally accepted accounting principles and the laws of the state of California, including all statements and information prescribed for inclusion therein by the Governmental Accounting Standards Board; provided that, in the event the Agency’s audited financial statements for any fiscal year are included as part of the annual report of the City for such fiscal year, the audited financial statements of the Agency may be submitted together with the City’s comprehensive audited financial report. If the 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 provided to the MSRB in the same manner as the Annual Report when they become available.

To the extent not included in the audited financial statement of the Agency, the Annual Report shall also include the following:
(b) Principal amount of Bonds outstanding.

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(c) Agency outstanding debt, including without limitation any Parity Bonds and subordinate debt. (d) Information regarding total assessed valuation of taxable properties within the Project Area, as set forth in Table 3 of the Official Statement related to the Bonds (the “Official Statement”), if and to the extent provided to the Agency by the County of San Bernardino (the “County”). (e) Information regarding total secured tax charges and delinquencies on taxable properties within the Project Area, including without limitation the identities of any delinquent taxpayers that account for more than 10% of the total tax levy within the Project Area, if and to the extent provided to the Agency by the County. (f) Information regarding the top ten (10) tax payers of property taxes within the Project Area, as set forth in Table 1 of the Official Statement, if and to the extent provided to the Agency by the County. (g) Information regarding assessment appeals by large taxpayers and the estimated loss on appeal as shown in Tables 4 and 5 in the Official Statement.
(h) Debt service coverage on the Bonds and any Parity Bonds for the most recently completed fiscal year in substantially the form of Table 11 of the Official Statement; no projected coverage needs to be presented. (i) Information on the total amount of tax increment allocated to the Agency in such fiscal year and the annual maximum amount of tax increment which may be received by the Agency in such fiscal year.

Any or all of the items listed above may be set forth in one or a set of documents or may be included by specific reference to other documents, including official statements of debt issues of the Agency or related public entities, which have been available to the public on the MSRB’s website. The Agency shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults, if material;
(iii) unscheduled draws on any reserve fund for the Bonds reflecting financial difficulties; (iv) unscheduled draws on any credit enhancements securing the Bonds reflecting financial difficulties;
(v) substitution of any credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;
(vii) modifications to the rights of owners of the Bonds, if material; (viii) Bond calls, if material, and tender offers for the Bonds; (ix) defeasances;
(x) any release, substitution, or sale of property securing repayment of the Bonds, if material;

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(xi) rating changes;
(xii) any bankruptcy, insolvency, receivership, or similar event of the Agency. This Listed Event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Agency in a proceeding under the 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 Agency, or if such jurisdiction has been assumed by leaving the existing governing 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 Agency; (xiii) the consummation of a merger, consolidation, or acquisition involving the Agency or the sale of all or substantially all of the assets of the Agency, 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, if material; (xiv) appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) the incurrence of a Financial Obligation of the Agency, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Agency, any of which affect security holders, if material; and (xvi) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Agency, any of which reflect financial difficulties. (b) Upon and after the occurrence of a Listed Event listed under subsection (a)(ii), (a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii) (if the event is a bond call), (a)(xiv), (a)(xv) or (a)(xvi) above, the Agency shall as soon as possible determine if such event would be material under applicable federal securities laws. If the Agency determines that knowledge of the occurrence of such Listed Event would be material under applicable federal securities laws, the Agency shall, or shall cause the Dissemination Agent (if not the Agency) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. (c) Upon and after the occurrence of any Listed Event (other than a Listed Event listed under subsection (a)(ii), (a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii), (a)(xiv), (a)(xv) or (a)(xvi) above), the Agency shall, or shall cause the Dissemination Agent (if not the Agency) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. (d) If the Dissemination Agent has been instructed by the Agency to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with MSRB not in excess of ten (10) business days after the occurrence of such Listed Event. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. (e) Notwithstanding the foregoing, notice of a Listed Event described in subsection (a)(viii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Bonds pursuant to the Indenture. The Agency hereby agrees that the undertaking set forth in this Disclosure Certificate is the responsibility of the Agency and that the Trustee or the Dissemination Agent shall not be responsible for determining whether the Agency’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.

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SECTION 6. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Certificate must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

SECTION 7. Termination of Reporting Obligation. The Agency’s obligations under this Disclosure Certificate shall 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 Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

SECTION 8. Dissemination Agent. The Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Agency pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Willdan Financial Services.

SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5(a) or 5(b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Agency shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Agency. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Agency 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 Annual Report or notice required to be filed pursuant to this Disclosure Certificate, in addition to that which is required by this Disclosure Certificate. If the Agency chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Certificate, the Agency shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event or any other event required to be reported.

SECTION 11. Default. In the event of a failure of the Agency to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner 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 Agency to comply with its obligations under this Disclosure Certificate; provided, that any such action may be instituted only in Superior Court of the State of California in and for the County of San Bernardino or in U.S. District Court in or

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nearest to the County. The sole remedy under this Disclosure Certificate in the event of any failure of the Agency to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Agency, the Dissemination Agent, 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. (balance of this page intentionally blank)

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Date: __________, 2026.

SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA

REDEVELOPMENT AGENCY
By:

John R. Gillison, City Manager
ACKNOWLEDGEMENT:

WILLDAN FINANCIAL SERVICES
By: ____________________________________
Authorized Signatory
-Signature Page-
Continuing Disclosure Certificate

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CONTINUING DISCLOSURE EXHIBIT A

FORM OF NOTICE TO THE MUNICIPAL SECURITIES RULEMAKING BOARD

OF FAILURE TO FILE ANNUAL REPORT
Name of Agency: SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA

REDEVELOPMENT AGENCY
Name of Bond Issue: SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA

REDEVELOPMENT AGENCY RANCHO REDEVELOPMENT

PROJECT AREA TAX ALLOCATION REFUNDING BONDS, SERIES
2026
Date of Issuance: __________, 2026
NOTICE IS HEREBY GIVEN that the Agency has not provided an Annual Report with respect to the above- named Bonds as required by Section 4 of the Continuing Disclosure Certificate of the Agency, dated the Date of Issuance. [The Agency anticipates that the Annual Report will be filed by _____________.] Dated:_______________

SUCCESSOR AGENCY TO THE RANCHO

CUCAMONGA REDEVELOPMENT AGENCY
By [to be signed only if filed]

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APPENDIX H

STATE DEPARTMENT OF FINANCE
DETERMINATION LETTER APPROVING THE SERIES 2026 BONDS

09960.00000\44848515.1

IRREVOCABLE REFUNDING INSTRUCTIONS
These IRREVOCABLE REFUNDING INSTRUCTIONS (these “Instructions”), dated as of [_________] 1, 2026, are given by the SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA REDEVELOPMENT AGENCY, a public entity existing under the laws of the State of California (the “Successor Agency”), as successor agency of the RANCHO CUCAMONGA REDEVELOPMENT AGENCY (the “Former Agency”), to COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as trustee (the “Trustee”) for the hereinafter defined Bonds.

W l T N E S S E T H :

WHEREAS, for the purpose of financing and refinancing activities of the Former Agency through the issuance of bonds the Former Agency previously entered into a Trust Indenture, dated as of March 1, 1990, between the Former Agency and the Trustee, as successor to Bank of America National Trust and Savings Association, as trustee (the “Indenture”), as amended and supplemented by the First Supplemental Indenture, between the Former Agency and the Trustee, as successor to Bank of America National Trust and Savings Association, as trustee (the “First Supplement”), dated as of February 1, 1994, the Second Supplemental Indenture between the Former Agency and the Trustee, as successor to U.S. Bank Trust National Association, as trustee (the “Second Supplement”), dated as of August 1, 1999, the Third Supplemental Indenture between the Former Agency and Trustee, as successor to Wells Fargo Bank National Association, as trustee (the “Third Supplement”), dated as of August 1, 2001, the Fourth Supplemental Indenture between the Former Agency and the Trustee, as successor to Wells Fargo Bank National Association, as trustee (the “Fourth Supplement”), dated as of March 1, 2004, the Fifth Supplemental Indenture between the Successor Agency and the Trustee, as successor to Wells Fargo Bank, N.A., as trustee (the “Fifth Supplement”), dated July 1, 2014, the Sixth Supplemental Indenture between the Successor Agency and the Trustee, as successor to Wells Fargo Bank, N.A., as trustee (the “Sixth Supplement”) dated October 1, 2016 and the Seventh Supplemental Indenture between the Successor Agency and the Trustee, as trustee (the “Seventh Supplement”) dated December 1, 2024; and
WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the California Redevelopment Law, (found at Health and Safety Code Section 33000, et.seq.) and the California Supreme Court’s decision in California Redevelopment Association v.

Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 ("AB 26"), and on February 1, 2012, the Successor Agency, in accordance with and pursuant to AB 26, assumed the duties and obligations set forth in AB 26 for the Former Agency, including, without limitation, the obligations of the Former Agency under the Indenture, the First Supplement, the Second Supplement, the Third Supplement and the Fourth Supplement and related documents to which the Former Agency was a party; and
WHEREAS, the Successor Agency issued its $174,050,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation ATTACHMENT 4

09960.00000\44848515.1
2 6
8 4
9 Refunding Bonds, Series 2014 (the “2014 Bonds”) for the purpose of refinancing certain outstanding bonds of the Former Agency pursuant to the Indenture and the Fifth Supplement; and WHEREAS, the Successor Agency issued its $56,860,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2016 (the “Prior Bonds”) for the purpose of refinancing the Former Agency’s $73,305,000 Rancho Redevelopment Project Housing Set-Aside Tax Allocation Bonds 2007 Series A Bonds pursuant to the Indenture and the Sixth Supplement; and WHEREAS, the Successor Agency issued its $90,250,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2024 for the purpose of refinancing the 2014 Bonds pursuant to the Indenture and the Seventh Supplement; and
WHEREAS, the Successor Agency has determined that it is in the best financial interests of the Successor Agency to refund, at this time, the Prior Bonds identified in Schedule 1; and WHEREAS, in order to provide funds for such purpose, the Successor Agency is issuing its Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026 (the “Series 2026 Bonds”) and applying a portion of the proceeds thereof, together with certain other moneys, to defease and redeem all of the outstanding Prior Bonds; and WHEREAS, the Series 2026 Bonds are being issued pursuant to that certain Eighth Supplemental Indenture (the “Eighth Supplement”), dated as of [________] 1, 2026, between the Successor Agency and the Trustee; and
WHEREAS, the Successor Agency wishes to give these Instructions to the Trustee for the purpose of providing the terms and conditions relating to the deposit and application of moneys to provide for the payment and redemption of the outstanding Prior Bonds.

NOW, THEREFORE, the Successor Agency hereby irrevocably instructs the Trustee as follows:

Section 1. Establishment of the Prior Bonds Refunding Fund. The Trustee shall establish a special fund known as the “Refunding Fund” (the “Refunding Fund”) which shall be held separate and apart from all other funds and accounts held by it. All amounts on deposit in the Refunding Fund are hereby irrevocably pledged as a special trust fund for the redemption of all of the outstanding Prior Bonds on [________], 2026. Neither the Trustee nor any other person shall have a lien upon or right of set off against the amounts at any time on deposit in the Refunding Fund, and such amounts shall be applied only as provided herein.

Section 2. Deposit into the Prior Bonds Refunding Fund; Investment of Amounts.

Concurrently with delivery of the Series 2026 Bonds, the Trustee shall receive the amount of $[_________] in immediately available funds to be derived from a portion of the proceeds of sale of the Series 2026 Bonds and shall deposit $[_________] to the Refunding Fund. The Successor Agency hereby directs the Trustee to hold the amount of $[__________] in cash and to invest the

09960.00000\44848515.1
3 6
8 4
9 remaining proceeds in the investments set forth in Schedule 2 attached hereto and herein incorporated.

The Successor Agency hereby directs the Trustee to hold all moneys in the investments set forth in the schedule of fees or as otherwise instructed in writing by the Successor Agency.

The Successor Agency signifies that by making the deposit described herein, it is discharging the Prior Bonds pursuant to Section 10.03 of the Indenture.

Section 3. Proceedings for Redemption of Prior Bonds.
(a) The Successor Agency hereby irrevocably elects, and directs the Trustee, to redeem, on [________], 2026, from amounts on deposit in the Refunding Fund, the outstanding Prior Bonds pursuant to the provisions of Section 2.13(a) of the Sixth Supplement. The Trustee acknowledges that, by accepting these instructions, it will give a notice of such redemption in accordance with Section 2.13(d) of the Sixth Supplement on [________], 2026 in order to allow for the redemption of the Prior Bonds on [________], 2026. The Trustee further acknowledges that, by accepting these instructions, it will give notice of defeasance of the Prior Bonds on [________], 2026.

Section 4. Application of Funds to Redeem Prior Bonds. The Trustee shall apply the amounts on deposit in the Refunding Fund to redeem the outstanding Prior Bonds on [______], 2026 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, all in accordance with Section 2.13(a) of the Sixth Supplement.

Section 5. Transfer of Remaining Funds. On [December 1, 2026], following the payment and redemption described above and payment of any amounts then owed to the Trustee, the Trustee shall withdraw any amounts remaining on deposit in the Refunding Fund and transfer such amounts to the Trustee for deposit into the Interest Account established under the Indenture to be used solely for the purpose of paying interest on the Series 2026 Bonds. The Trustee shall be entitled to compensation for its services as stated in the schedule of fees provided to the Successor Agency.

Section 6. Amendment. These Instructions shall be irrevocable by the Successor Agency.

These Instructions may be amended or supplemented by agreement of the Successor Agency and the Trustee, but only if the Successor Agency shall file with the Trustee (a) an opinion of nationally recognized bond counsel engaged by the Successor Agency stating that such amendment or supplement will not, of itself, adversely affect the exclusion from gross income of interest on the Prior Bonds or the Series 2026 Bonds under federal income tax law, and (b) a certification of an independent accountant or independent financial adviser engaged by the Successor Agency stating that such amendment or supplement will not affect the sufficiency of funds invested and held hereunder to make the payments required by Section 4.

Section 7. Application of Certain Terms of the Indenture. All of the terms of the Indenture, as supplemented, relating to the payment of principal of and interest and repayment premium, if any, on the Prior Bonds and the redemption thereof, and any of the rights, privileges,

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4 6
8 4
9 protections, indemnities, immunities and limitations from liability afforded the Trustee, are incorporated in these Instructions as if set forth in full herein.

Section 8. Counterparts. These Instructions may be signed in several counterparts, each of which will constitute an original, but all of which will constitute one and the same instrument.

These Instructions shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 9. Governing Law and Waiver of Jury Trial. These Instructions shall be construed in accordance with and governed by the laws of the State of California. THE PARTIES

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

PROCEEDING ARISING OUT OF OR RELATING TO THESE INSTRUCTIONS, THE SERIES 2026 BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.Termination. These Instructions shall terminate on the application of all of the funds in the Redemption Fund, including any interest and investment earnings thereon, pursuant to Sections 4 and 5 hereof, except that Section 7 hereof shall survive termination. (Signature pages follow)

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S-1

SUCCESSOR AGENCY TO THE RANCHO

CUCAMONGA REDEVELOPMENT
AGENCY
By:

Elisa C. Cox, City Manager
-Signature Page-
Irrevocable Refunding Instructions

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S-2
ACCEPTED:

COMPUTERSHARE TRUST

COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:

Authorized Officer
-Signature Page-
Irrevocable Refunding Instructions

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Schedule-1
SCHEDULE 1

PRIOR BONDS TO BE REDEEMED
Maturity Date
(September 1) Principal Amount
CUSIP
(75212C)
2031 $ 8,780,000 BF5
2032 9,305,000 BG3
2033 9,675,000 BH1
2034 10,060,000 BJ7

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Schedule-2
SCHEDULE 2

ESCROW INVESTMENTS
Purchase Date
Type of
Security
Maturity
Date
First
Interest
Payment
Date Par Amount Rate Max Rate

ESCROW CASH FLOW
Date Principal Interest
Net Escrow
Receipts

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6 8
5 0

EIGHTH SUPPLEMENTAL INDENTURE
by and between the

SUCCESSOR AGENCY TO THE

RANCHO CUCAMONGA REDEVELOPMENT AGENCY
and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
Dated as of [_________] 1, 2026
Relating to
$__________
Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area
Tax Allocation Refunding Bonds, Series 2026
ATTACHMENT 5

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TABLE OF CONTENTS
Page
-ii-

ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for Eighth Supplemental Indenture............................................ 5 Section 1.02. Eighth Supplemental Indenture Constitutes Contract............................... 5 Section 1.03. Definitions........................................................................................................ 5 ARTICLE II THE SERIES 2026 BONDS
Section 2.01. Authorization................................................................................................ 14 Section 2.02. Nature of Series 2026 Bonds........................................................................ 15 Section 2.03. Terms of Series 2026 Bonds......................................................................... 15 Section 2.04. Form of Series 2026 Bonds........................................................................... 16 Section 2.05. Temporary Series 2026 Bonds..................................................................... 16 Section 2.06. Interest........................................................................................................... 16 Section 2.07. Payment of Series 2026 Bonds..................................................................... 17 Section 2.08. Execution of Series 2026 Bonds................................................................... 17 Section 2.09. Transfer of Series 2026 Bonds..................................................................... 18 Section 2.10. Exchange of Series 2026 Bonds................................................................... 18 Section 2.11. Series 2026 Bond Register............................................................................ 18 Section 2.12. Series 2026 Bonds Mutilated, Lost, Destroyed, or Stolen......................... 18 Section 2.13. Redemption of Series 2026 Bonds. .............................................................. 19 ARTICLE III ISSUANCE OF SERIES 2026 BONDS; DISPOSITION OF PROCEEDS Section 3.01. Issuance and Delivery of Series 2026 Bonds............................................... 19 Section 3.02. Disposition of Series 2026 Bond Proceeds.................................................. 19 Section 3.03. Validity of the Series 2026 Bonds................................................................ 21 Section 3.04. Costs of Issuance Fund................................................................................. 21 Section 3.05. Refunding Fund............................................................................................ 21 ARTICLE IV TAX REVENUES; SPECIAL FUND AND ACCOUNTS
Section 4.01. Receipt, Deposit and Application of Tax Revenues................................... 21 Section 4.02. Funds to be Set Aside in Accounts.............................................................. 21 ARTICLE V DISCHARGE OF EIGHTH SUPPLEMENTAL INDENTURE;
ADDITIONAL COVENANTS; MISCELLANEOUS
Section 5.01. Punctual Payment......................................................................................... 22 Section 5.02. Continuing Disclosure.................................................................................. 22 Section 5.03. Limitation on Additional Indebtedness...................................................... 22 Section 5.04. Extension of Payment of Series 2026 Bonds............................................... 22 Section 5.05. Payment of Claims........................................................................................ 22 Section 5.06. Books and Accounts; Financial Statements............................................... 23 Section 5.07. Protection of Security and Rights of Owners............................................. 23 Section 5.08. Payments of Taxes and Other Charges...................................................... 23 Section 5.09. Maintenance of Tax Revenues..................................................................... 23 Section 5.10. Compliance with the Law; Recognized Obligation Payment Schedules....................................................................................................... 24

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TABLE OF CONTENTS
(continued)
Page
-iii-
Section 5.11. Notice of Insufficiency.................................................................................. 25 Section 5.12. Tax Covenants Relating to the Series 2026 Bonds..................................... 25 Section 5.13. Further Assurances...................................................................................... 26 Section 5.14. Unclaimed Moneys........................................................................................ 26 Section 5.15. Bank Owned Obligations............................................................................. 26

ARTICLE VI BOOK-ENTRY SYSTEM
Section 6.01. Book-Entry System; Limited Obligation of Successor Agency................ 26 Section 6.02. Representation Letter................................................................................... 27 Section 6.03. Transfers Outside Book-Entry System....................................................... 27 Section 6.04. Payments to the Nominee............................................................................. 28 Section 6.05. Initial Depository and Nominee................................................................... 28 ARTICLE VII [RESERVE POLICY
Section 7.01. Provisions related to the Reserve Policy..................................................... 28 ARTICLE VIII DISCHARGE OF INDENTURE;

MISCELLANEOUS
Section 8.01. Discharge of Eighth Supplemental Indenture............................................ 32 Section 8.02. Governing Law and Waivers of Jury Trial................................................ 32 Section 8.03. Article and Section Headings and References............................................ 32 Section 8.04. Execution of Counterparts and Electronic Signatures.............................. 32 Section 8.05. Notices and Demands................................................................................... 33 Section 8.06. Ratification of Original Indenture.............................................................. 33 Section 8.07. Termination................................................................................................... 33 Section 8.08. Patriot Act..................................................................................................... 33 Section 8.09. Force Majeure............................................................................................... 33 EXHIBIT A – FORM OF SERIES 2026 BOND.......................................................................A-1

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1 EIGHTH SUPPLEMENTAL INDENTURE
THIS EIGHTH SUPPLEMENTAL INDENTURE is made and entered into as of [__________] 1, 2026, by and between the SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA REDEVELOPMENT AGENCY, a public entity created and existing under, and by virtue of the laws of the State of California (the “Successor Agency”), as successor to the Rancho Cucamonga Redevelopment Agency (the “Former Agency”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America and authorized to accept and execute trusts of the character herein set out with its principal corporate trust office located in St. Paul, Minnesota, as trustee (the “Trustee”).

WHEREAS, the Former Agency was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the “Redevelopment Law”); and WHEREAS, a plan for the redevelopment project known and designated as the “Rancho Project Area Rancho Cucamonga Redevelopment Agency Plan” (the “Redevelopment Plan”) for that certain project area described in the Redevelopment Plan (the “Project Area”) was adopted and approved by Resolution No. RA 81-14 on December 23, 1981, as amended pursuant to Ordinance No. 316A on August 13, 1987, Ordinance No. 537 on November 16, 1994, Ordinance No. 657 on June 20, 2001, and Ordinance No. 674 on January 16, 2002, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan have been duly complied with; and
WHEREAS, for the purpose of financing and refinancing activities of the Former Agency through the issuance of bonds, the Former Agency previously entered into that certain Trust Indenture, dated as of March 1, 1990 (the “1990 Indenture”), by and between the former Agency and Trustee, as successor to Bank of America National Trust and Savings Association, as amended and supplemented by (i) that certain First Supplemental Indenture, by and between the Former Agency and the Trustee, as successor to Bank of America National Trust and Savings Association, as trustee (the “First Supplemental Indenture”), dated as of February 1, 1994; (ii) that certain Second Supplemental Indenture, by and between the Former Agency and the Trustee, as successor to U.S. Bank Trust National Association, as trustee (the “Second Supplemental Indenture”), dated as of August 1, 1999; (iii) that certain Third Supplemental Indenture, by and between the Former Agency and the Trustee, as successor to Wells Fargo Bank National Association, as trustee (the “Third Supplemental Indenture”), dated as of August 1, 2001; (iv) that certain Fourth Supplemental Indenture, by and between the Former Agency and Trustee, as successor to Wells Fargo Bank National Association, as trustee (the “Fourth Supplemental Indenture”), dated as of March 1, 2004; (v) that certain Fifth Supplemental Indenture, by and between the Successor Agency and the Trustee, as successor to Wells Fargo Bank, N.A., as trustee (the “Fifth Supplemental Indenture”), dated July 1, 2014; (vi) that certain Sixth Supplemental Indenture, by and between the Successor Agency and the Trustee, as successor to Wells Fargo Bank, N.A., as trustee (the “Sixth Supplemental Indenture”) dated October 1, 2016; and (vii) that certain Seventh Supplemental Indenture, by and between the Successor Agency and the Trustee, as trustee (the

29939.00008\44848293.3
2 “Seventh Supplemental Indenture”) dated December 1, 2024 (collectively within all supplemental indentures, the “Original Indenture”); and
WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the California Redevelopment Law, (found at Health and Safety Code Section 33000, et.seq.) and the California Supreme Court’s decision in California Redevelopment Association v.

Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 ("AB 26"), and on February 1, 2012, the Successor Agency, in accordance with and pursuant to AB 26, assumed the duties and obligations set forth in AB 26 for the Former Agency, including, without limitation, the obligations of the Former Agency under the 1990 Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture and related documents to which the Former Agency was a party; and WHEREAS, Section 34177.5(a)(1) of the Dissolution Act authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency, subject to the conditions precedent contained in said Section 34177.5; and WHEREAS, said Section 34177.5 also authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in said Section 34177.5; and WHEREAS, the Successor Agency issued its $174,050,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2014 (the “2014 Bonds”) for the purpose of refinancing certain outstanding bonds of the Former Agency pursuant to the Indenture and the Fifth Supplement Indenture; and
WHEREAS, the Successor Agency issued its $56,860,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2016 (the “Prior Bonds”) for the purpose of refinancing the Former Agency’s $73,305,000 Rancho Redevelopment Project Housing Set-Aside Tax Allocation Bonds 2007 Series A Bonds pursuant to the Indenture and the Sixth Supplemental Indenture; and WHEREAS, the Successor Agency issued its $90,250,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2024 for the purpose of refinancing the 2014 Bonds pursuant to the Indenture and the Seventh Supplemental Indenture; and
WHEREAS, the Successor Agency has determined that it will achieve debt service savings within such parameters by the issuance pursuant to the Redevelopment Law, the Dissolution Act, and the Refunding Law of its $[__________] aggregate principal amount of Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026 (the “Series 2026 Bonds”) in order to refund, on a current basis, the outstanding Prior Bonds; and

29939.00008\44848293.3
3 WHEREAS, in order to provide for the authentication and delivery of the Series 2026 Bonds, to establish and declare the terms and conditions upon which the Series 2026 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Eighth Supplemental Indenture; and WHEREAS, all acts and proceedings required by law necessary to make the Series 2026 Bonds when executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Eighth Supplemental Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken; and WHEREAS, all conditions set forth in Section 3.05 of the Original Indenture for the issuance of parity bonds have been satisfied; and
WHEREAS, pursuant to the Resolution, the Successor Agency has determined to issue the Series 2026 Bonds and to enter into this Eighth Supplemental Indenture to secure the Series 2026 Bonds by a pledge and assignment of the Tax Revenues and certain proceeds of the Series 2026 Bonds; and
WHEREAS, all things necessary to cause the Series 2026 Bonds, when authenticated by the Trustee and issued as in this Eighth Supplemental Indenture provided, to be valid, binding and legal special obligations of the Successor Agency enforceable in accordance with their terms, and to constitute this Eighth Supplemental Indenture a valid assignment and pledge of the Tax Revenues pledged to the payment of principal of and interest and any redemption premium on the Series 2026 Bonds, and all things necessary to cause the creation, execution and delivery of this Eighth Supplemental Indenture and the creation, execution and issuance of the Series 2026 Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH:

GRANTING CLAUSES
The Successor Agency, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Series 2026 Bonds by the Owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of and interest and any redemption premium on the Series 2026 Bonds and any Parity Bonds (as defined herein) according to their tenor and effect and to secure the performance and observance by the Successor Agency of all of the covenants expressed or implied herein and in the Series 2026 Bonds and any Parity Bonds, does hereby assign and pledge unto, and grant a security interest in the following (the “Trust Estate”) to Computershare Trust Company, N.A., as Trustee, and its successors in trust and assigns forever, for the securing of the performance of the obligations of the Successor Agency hereinafter set forth:

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4 GRANTING CLAUSE FIRST
All right, title and interest of the Successor Agency in and to the Tax Revenues including but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any Tax Revenues payable to or receivable by the Successor Agency under the Constitution of this State, the Redevelopment Law, the Dissolution Act and any other applicable laws of this State or otherwise, to bring actions and proceedings thereunder for the enforcement thereof, and to do any and all things which the Successor Agency is or may become entitled to do thereunder, subject to the terms hereof.

GRANTING CLAUSE SECOND
All moneys and securities and all other rights of every name and nature from time to time herein or hereafter by delivery or by writing of any kind pledge, assigned or transferred as and for additional security hereunder to the Trustee by the Successor Agency or by anyone in its behalf, or with its written consent, and to hold and apply the same, subject to the terms hereof; TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in trust and assigns forever for the benefit of the Owners and such pledge shall constitute a lien on and security interest in such Trust Estate; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all present and future Owners of the Series 2026 Bonds and any Parity Bonds issued under and secured by the Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Series 2026 Bonds over any of the other Series 2026 Bonds or any Parity Bonds;
PROVIDED, HOWEVER, that if the Successor Agency, its successors or assigns shall well and truly pay, or cause to be paid, the principal of and interest and any redemption premium on the Series 2026 Bonds and any Parity Bonds due or to become due thereon, at the times and in the manner provided in the Series 2026 Bonds and the Parity Bonds according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions hereof, then upon such final payments or deposits as herein provided, the Indenture and the rights thereby granted shall cease, terminate and be void; otherwise the Indenture shall remain in full force and effect.

THIS EIGHTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Series 2026 Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all said property, rights and interests, including, without limitation, the Tax Revenues hereby assigned and pledged, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Successor Agency has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2026 Bonds, or any part thereof, as follows:

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5 ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for Eighth Supplemental Indenture. This Eighth Supplemental Indenture is entered into pursuant to the provisions of the Redevelopment Law, the Dissolution Act and the Refunding Law, the Original Indenture and the Resolution.

Section 1.02. Eighth Supplemental Indenture Constitutes Contract. In consideration of the purchase and acceptance of any and all of the Series 2026 Bonds issued hereunder by those who shall hold the same from time to time, this Eighth Supplemental Indenture shall be deemed to be and shall constitute a contract among the Successor Agency, the Trustee and the Owners of the Series 2026 Bonds and any Parity Bonds. The pledge made in the Original Indenture and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Successor Agency shall be for the equal benefit, protection and security of the Owners of any and all of the Series 2026 Bonds, and any Parity Bonds. All of the Series 2026 Bonds and any Parity Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any such bonds over any other thereof, except as expressly provided in or permitted by the.

Section 1.03. Definitions. Except as provided by this Eighth Supplemental Indenture, all terms which are defined in Section 1.01 of the Original Indenture shall have the same meanings, respectively, in this Eighth Supplemental Indenture. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Indenture, or as provided in any supplemental indenture. The following modifications and additional terms shall, for all purposes of this Eighth Supplemental Indenture, have the following meanings:

Business Day
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Los Angeles, California, San Francisco, California or St. Paul, Minnesota are authorized or obligated by law to be closed.

Closing Date
“Closing Date” means, with respect to the Series 2026 Bonds, the date on which the Series 2026 Bonds are delivered by the Successor Agency to the Original Purchaser.

Continuing Disclosure Certificate
“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, if any, executed by the Successor Agency, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

Costs of Issuance
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the Successor Agency and related to the authorization, sale and issuance of the Series 2026

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6 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Trustee including its first annual administration fee, expenses incurred by the Successor Agency in connection with the issuance of the Series 2026 Bonds, fees, expenses and charges of the Trustee for paying and redeeming the outstanding Prior Bonds pursuant to Section

2.13 of the Sixth Supplemental Indenture and the Refunding Instructions, underwriter’s discount, original issue discount, legal fees and charges, including bond counsel and financial consultants fees, costs of cash flow verification, premiums for any municipal bond insurance policy that may be purchased and for any reserve account Reserve Policy the Successor Agency may purchase, rating agency fees, charges for execution, transportation and safekeeping of the Series 2026 Bonds and other costs, charges and fees in connection with the original issuance of the Series 2026 Bonds or any other expense directed by the Successor Agency to be paid from moneys in the Costs of Issuance Fund.

Costs of Issuance Fund
“Costs of Issuance Fund” means the fund by that name established by Section 3.04.

Depository
“Depository” means The Depository Trust Company, New York, New York, and its successors and assigns as securities depository for the Series 2026 Bonds, or any other securities depository acting as Depository under Article VI hereof.

Dissolution Act
“Dissolution Act” means the provisions of Assembly Bill X1 26, signed by the Governor June 28, 2011, and filed with the Secretary of State June 29, 2011, consisting of Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code, as amended by Assembly Bill 1484, signed by the Governor on June 27, 2012, and filed with the Secretary of State on June 27, 2012, as amended by Senate Bill 107, signed by the Governor on September 22, 2015, and filed with the Secretary of State on September 22, 2015, as it may be further amended after the date hereof.

DOF
“DOF” means the California Department of Finance.

First Supplemental Indenture
“First Supplemental Indenture” means that certain First Supplemental Indenture, dated as of January 1, 1994, entered into by and between the Former Agency and Trustee, as successor to Bank of America National Trust and Savings Association, as trustee.

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7 Fifth Supplemental Indenture
“Fifth Supplemental Indenture” means that certain Fifth Supplemental Indenture, dated as of July 1, 2014, entered into by and between the Successor Agency and Trustee, as successor to Wells Fargo Bank, N.A., as trustee.

Former Agency
“Former Agency” means the Rancho Cucamonga Redevelopment Agency, a public body corporate and politic duly organized and formerly existing under the Law and dissolved in accordance with the Dissolution Act.

Fourth Supplemental Indenture
“Fourth Supplemental Indenture” means that certain Fourth Supplemental Indenture, dated as of March 1, 2004, by and between the Former Agency and Trustee, as successor to Wells Fargo Bank, National Association, as trustee.

Housing Obligations
“Housing Obligations” means, collectively, the Former Agency’s (i) 1997 Loan Agreement (ii) 2007B Bonds, and (ii) the Housing Pledge Agreement.

Housing Pledge Agreement
“Housing Pledge Agreement” means that certain Subordination Agreement (1994 Pledge Agreement, as amended), dated as of November 8, 2007, between the Former Agency and National Community Renaissance of California.

Indenture
“Indenture” means the Original Indenture as supplemented by the Eighth Supplemental Indenture, and as further supplemented and amended in accordance with the terms thereof.

Independent Accountant
“Independent Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by or acceptable to the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency.

Independent Fiscal Consultant
“Independent Fiscal Consultant” means any consultant or firm of such consultants appointed by or acceptable to the Successor Agency and who, or each of whom: (a) is judged by

29939.00008\44848293.3
8 the Successor Agency to have experience in matters relating to the financing of redevelopment projects; (b) is in fact independent and not under domination of the Successor Agency; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency.

Information Services
“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Successor Agency may designate in a Written Certificate of the Successor Agency delivered to the Trustee.
[Insurer
“Insurer” [______________], a [_________] corporation, or any successor thereto or assignee thereof, as the issuer of the Reserve Policy.] Interest Payment Date
“Interest Payment Date” means March 1 and September 1 of each year, provided that the first Interest Payment Date with respect to the Series 2026 Bonds shall be March 1, 2027.

Low and Moderate Income Housing Fund
“Low and Moderate Income Housing Fund” means the fund of the Successor Agency by that name established pursuant to Section 33334.3 of the Redevelopment Law.

Maximum Annual Debt Service
“Maximum Annual Debt Service means, as of any date of calculation, the largest amount of Annual Debt Service for the current or any future Bond Year on the Series 2026 Bonds.

Moody’s
“Moody’s” means Moody’s Investors Service and its successors and assigns.

Nominee
“Nominee” means the nominee of the Depository, which may be the Cede & Co., as determined from time to time pursuant to Article VI hereof.

Office
“Office” means, with respect to the Trustee, the corporate trust office of the Trustee at 1505 Energy Park Drive, St. Paul, Minnesota, 55108, or at such other or additional offices as may be specified by the Trustee in writing to the Successor Agency, provided that for the purposes of maintenance of the Registration Books and presentation of Bonds for transfer, exchange or

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9 payment such term shall mean the office of the Trustee at which it conducts its corporate agency business.

Original Indenture
“Original Indenture” means that certain Trust Indenture, dated as of March 1, 1990, entered into by and between the Former Agency and Bank of America National Trust and Savings Association, as trustee, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture.

Original Purchaser
“Original Purchaser” means Raymond James & Associates, Inc. as original purchaser of the Series 2026 Bonds.

Oversight Board
“Oversight Board” means the oversight board duly constituted from time to time pursuant to Section 34179 of the Dissolution Act.

Parity Bonds
“Parity Bonds” means the Series 2024 Bonds and any bonds, notes, loans, advances or other indebtedness issued or incurred by the Successor Agency on a parity with the Series 2026 Bonds in accordance with Sections 3.05 and 3.06 of the Original Indenture.

Participants
“Participants” means those broker dealers, banks and other financial institutions from time to time for which the Depository holds Series 2026 Bonds as securities depository.

Pass-Through Agreements
“Pass-Through Agreements” mean certain contractual and statutory obligations secured by a pledge or lien on Tax Revenues superior to the lien securing the Series 2026 Bonds and any Parity Bonds, as set forth in the agreements listed below:
(a) Agreement for Cooperation between Inland Empire Utilities Agency (formerly the Chino Basin Municipal Water District, Redevelopment Agency of the City of Rancho Cucamonga and the City of Rancho Cucamonga, dated March 24, 1982; (b) Agreement Regarding the Rancho Redevelopment Project dated February 21, 1982, between the City of Rancho Cucamonga, the Rancho Cucamonga Redevelopment Agency, and the County of San Bernardino acting on behalf of itself, the County Free Library, and the San Bernardino County Flood Control District;

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10 (c) Agreement for Cooperation among the Cucamonga Valley Water District (formerly Cucamonga County Water District), the Redevelopment Agency of the City of Rancho Cucamonga and the City of Rancho Cucamonga entered into on April 7, 1982; and (d) Agreement for Cooperation among the Rancho Cucamonga Fire Protection District (formerly the Foothill Fire Protection District), the Redevelopment Agency of the City of Rancho Cucamonga and the City of Rancho Cucamonga entered into on April 22, 1982.
(e) Settlement Agreements among the Former Agency and the Chaffey Joint Union High School District, the Central School District, the Cucamonga Elementary School District and the Etiwanda School District, each dated in 2001, and the Alta Loma School District dated August 6, 1987.

Prior Bonds
“Prior Bonds” means the 2016 Bonds.

Prior Trustee
“Prior Trustee” means Computershare Trust Company, National Association, as successor to Wells Fargo Bank, N.A., the trustee under the Sixth Supplemental Indenture.

Record Date
“Record Date” means Record Date as defined in the Original Indenture as “with respect to any Interest Payment Date, the close of business the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.” Recognized Obligation Payment Schedule or ROPS
“Recognized Obligation Payment Schedule” or “ROPS” means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (l) of Section 34177 of the California Health and Safety Code.

Redevelopment Law
“Redevelopment Law” means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto.

Redevelopment Obligation Retirement Fund
“Redevelopment Obligation Retirement Fund” means the fund by that name established pursuant to California Health and Safety Code Section 34170.5(b) and administered by the Successor Agency.

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11 Redevelopment Plan
“Redevelopment Plan” means the “Rancho Redevelopment Project of the Rancho Cucamonga Redevelopment Agency Plan” approved and adopted by the City by Ordinance No. 145, and includes any amendment thereof made pursuant to the Redevelopment Law.

Redevelopment Property Tax Trust Fund
“Redevelopment Property Tax Trust Fund” or “RPTTF” means the fund by that name established pursuant to Health & Safety Code Sections 34170.5(a) and 34172(c) and administered by the San Bernardino County Auditor-Controller.

Redevelopment Project
“Redevelopment Project” means the undertaking of the Successor Agency to redevelop the Project Area in accordance with the Redevelopment Plan.

Refunding Fund
“Refunding Fund” means the Series 2026 Refunding Fund established and held by the Trustee pursuant to Section 3.05 hereof.

Refunding Instructions
“Refunding Instructions” means those certain Irrevocable Refunding Instructions, dated as of [_________] 1, 2026, of the Successor Agency to the Trustee to defease and redeem the Prior Bonds.

Refunding Law
“Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto.

Representation Letter
“Representation Letter” means a representation letter from the Successor Agency and the Trustee to the Depository, as described in Section 6.02 hereof. [Reserve Policy
“Reserve Policy” means the municipal bond debt service reserve insurance policy issued as Policy Number [____________] deposited into the Series 2026 Bonds Reserve Subaccount of the Reserve Account related to the Series 2026 Bonds, issued by the Insurer.] Reserve Requirement
“Reserve Requirement” means, with respect to the Series 2026 Bonds as of the Closing Date, the least of (i) ten percent (10%) of the original principal amount of the Series 2026 Bonds,

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12 (ii) Maximum Annual Debt Service with respect to the Series 2026 Bonds, or (iii) 125% of average Annual Debt Service on the Series 2026 Bonds; provided further that the Successor Agency may meet all or a portion of the Reserve Requirement by depositing a Reserve Policy or insurance policy meeting the requirements of Section 3.02(a) hereof.

On any date of calculation, the Reserve Requirement may be reduced to meet the lesser of the three tests stated above.

Resolution
“Resolution” means Resolution No. SA 2026-[001] adopted May 21, 2026 by the Successor Agency authorizing the issuance of the Series 2026 Bonds.

S&P
“S&P” means Standard & Poor’s Ratings Services, a service of Standard & Poor’s Finance Services LLC, a part of McGraw Hill Financial, and its successors and assigns.

Second Supplemental Indenture
“Second Supplemental Indenture” means that certain Second Supplemental Indenture, dated as of August 1, 1999, entered into by and between the Former Agency and Trustee, as successor to U.S. Bank Trust National Association, as trustee.

Series 2024 Bonds
“Series 2024 Bonds” mean the $90,250,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2024.

Series 2026 Bonds
“Series 2026 Bonds” mean the $[_________] Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026.

Series 2026 Bonds Reserve Subaccount
“Series 2026 Bonds Reserve Subaccount” means the Series 2026 Bonds Reserve Subaccount of the Reserve Account established under 3.02(a) hereof and to be held by the Trustee hereunder.

Seventh Supplemental Indenture
“Seventh Supplemental Indenture” means that certain Seventh Supplemental Indenture, dated as of December 1, 2024, entered into by and between the Successor Agency and Trustee, as trustee.

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13 Sixth Supplemental Indenture
“Sixth Supplemental Indenture” means that certain Sixth Supplemental Indenture, dated as of October 1, 2016, entered into by and between the Successor Agency and Trustee, as successor to Wells Fargo Bank, N.A., as trustee.

Eighth Supplemental Indenture
“Eighth Supplemental Indenture” means this Eighth Supplemental Indenture.

Successor Agency
“Successor Agency” shall mean the City of Rancho Cucamonga as Successor Agency to the Rancho Cucamonga Redevelopment Agency.

Tax Code
“Tax Code” means the Internal Revenue Code of 1986 (including amendments thereto).

Tax Revenues
“Tax Revenues” means all moneys deposited from time to time in the Redevelopment Property Tax Trust Fund as provided in Section 34183(a)(2) of the Dissolution Act, excluding (i) all other amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Former Agency’s Low and Moderate Income Housing Fund pursuant to Sections 33334.2, 33334.3 and 33334.6 of the Redevelopment Law, to the extent required to pay debt service on the Housing Obligations, and (ii) amounts which are required to be paid to any other public agency under Pass-Through Agreements, or pursuant to Section 33607.7 of the Redevelopment Law, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the Bonds, any additional Parity Debt, as applicable. If and to the extent that the provision of Section 34172 or Section 34183(a)(2) are invalidated by a final judicial decision, then Tax Revenues means all taxes annually allocated to the Successor Agency with respect to the Project Area following the Closing Date, pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws, and as provided in the Redevelopment Plan, including all payments, subventions and reimbursements (if any) to the Successor Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations and including that portion of such taxes otherwise required by Section 33334.2 of the Law to be deposited in the Low and Moderate Income Housing Fund of the Successor Agency established pursuant to Section 33334.3 of the Law, but only to the extent necessary to repay that portion of the proceeds, if any, of any Parity Bonds (including applicable reserves and financing costs) used to increase or improve the supply of low and moderate income housing within or of benefit to the Project Area; but excluding all other amounts of such taxes required to be deposited into the Low and Moderate Income Housing Fund and excluding amounts payable to entities other than the Successor Agency under and pursuant to pass through agreements or similar tax sharing agreements entered into pursuant to Section 33401 of the Law existing on the Closing Date.

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14 Third Supplemental Indenture
“Third Supplemental Indenture” means that certain Third Supplemental Indenture, dated as of August 1, 2001, entered into by and between the Former Agency and Trustee, as the successor to Wells Fargo Bank, National Association, as trustee.
1997 Loan Agreement
“1997 Loan Agreement” means, collectively, that certain Loan Agreement dated as of December 15, 1997 by and among the Former Agency, Northtown Housing Development Corporation (“Northtown”) and Pacific Life Insurance Company, and that certain Guaranty Reimbursement Agreement dated as of December 15, 1997 by and among the Former Agency, Northtown and MBIA Insurance Corporation, as successor in interest to Capital Markets Assurance Corporation.
2007B Bonds
“2007B Bonds” means the $82,315,000 Housing Set Aside Tax Allocation Bonds Taxable 2007 Series B issued pursuant to the 2007 Indenture.
2007 Indenture
“2007 Indenture” means that certain Trust Indenture, dated as of December 1, 2007, by and between the Former Agency and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.
2016 Bonds
“2016 Bonds” means the $56,860,000 Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2016.

ARTICLE II
THE SERIES 2026 BONDS
Section 2.01. Authorization. Under and pursuant to the Redevelopment Law, Dissolution Act, the Refunding Law, the Resolution, the Indenture, the Series 2026 Bonds in the principal amount of $[__________] shall be issued by the Successor Agency for the purpose of providing funds to pay costs of the Redevelopment Project, and for other purposes related thereto as hereinafter provided.

This Eighth Supplemental Indenture constitutes a continuing agreement with the Owners of all of the Series 2026 Bonds to secure the full and final payment of principal and premiums, if any, and the interest on all Series 2026 Bonds, subject to the covenants, agreements, provisions and conditions herein contained. The Series 2026 Bonds shall be designated the “Successor Agency to the Rancho Cucamonga Redevelopment Agency Rancho Redevelopment Project Area Tax Allocation Refunding Bonds, Series 2026.”

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15 Section 2.02. Nature of Series 2026 Bonds. The Series 2026 Bonds, together with any Parity Bonds, shall be special obligations of the Successor Agency secured by an irrevocable and first pledge of, and payable as to principal, interest and premium, if any, from, Tax Revenues, certain investment income earned on funds on deposit in the Series 2026 Bonds Reserve Subaccount of the Reserve Account (with respect to the Series 2026 Bonds only), and other funds as provided in Sections 5.02, 5.03 and 5.04 of the Original Indenture, as amended. The Series 2026 Bonds, the interest thereon, and any premiums payable upon the redemption of any thereof, are not a debt of the City, the State or any of its political subdivisions and neither the City, the State nor any of its political subdivisions is liable on them, nor in any event shall the Series 2026 Bonds or interest be payable out of any funds or properties other than those of the Successor Agency as in this Eighth Supplemental Indenture and the Original Indenture set forth. The Series 2026 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Successor Agency nor any persons executing the Series 2026 Bonds are liable personally on the Series 2026 Bonds by reason of their issuance.

The Series 2026 Bonds shall be and are equally secured, together with any Parity Bonds, by an irrevocable and first pledge of Tax Revenues and other moneys as hereinafter provided, without priority for number, date of sale, date of execution, or date of delivery, except as expressly provided herein.

Nothing in this Eighth Supplemental Indenture or the Original Indenture shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses and purposes mentioned in this Eighth Supplemental Indenture or the Original Indenture.

Section 2.03. Terms of Series 2026 Bonds.
(a) The Series 2026 Bonds shall be issued as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Series 2026 Bonds maturing in the year of maturity of the Series 2026 Bond for which the denomination is specified. Series 2026 Bonds shall be numbered by the Trustee in such manner as it shall in its discretion determine. (b) Date of Series 2026 Bonds. The Series 2026 Bonds shall be dated as of the date of delivery thereof to the original purchasers.
(c) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the Series 2026 Bonds, but such numbers shall not constitute a part of the contract evidenced by the Series 2026 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Series 2026 Bonds. In addition, failure on the part of the Successor Agency to use such CUSIP numbers in any notice to Owners of the Series 2026 Bonds shall not constitute an event of default or any violation of the Successor Agency’s contract with such Owners.

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16 (d) Maturity. The Series 2026 Bonds shall bear interest and shall mature and become payable on September 1 of each year, as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
Section 2.04. Form of Series 2026 Bonds. The Series 2026 Bonds shall be substantially in the form attached hereto and by this reference incorporated herein, as Exhibit A. Such form is hereby approved and adopted as the form of such Series 2026 Bonds, and of the redemption, exchange, registration and assignment provisions pertaining thereto, with necessary or appropriate variations, omissions and insertions as permitted or required by this Eighth Supplemental Indenture.

Section 2.05. Temporary Series 2026 Bonds. Any Series 2026 Bonds issued pursuant to this Eighth Supplemental Indenture may be initially issued in temporary form (the “Temporary Series 2026 Bonds”) exchangeable for definitive Series 2026 Bonds when the same are ready for delivery. The Temporary Series 2026 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency and may contain such reference to any of the provisions of this Eighth Supplemental Indenture and the Original Indenture as may be appropriate. Every Temporary Series 2026 Bond shall be executed upon the same conditions and in substantially the same form and manner as the definitive Series 2026 Bonds. If the Successor Agency issues Temporary Series 2026 Bonds, it will execute and furnish definitive Series 2026 Bonds without delay, and, thereupon, the Temporary Series 2026 Bonds shall be surrendered for cancellation at the principal corporate trust office of the Trustee in St. Paul, Minnesota, and the Trustee shall deliver in exchange for such Temporary Series 2026 Bonds an equal aggregate principal amount of definitive Series 2026 Bonds of authorized denominations of the same maturity or maturities. Until so exchanged, the Temporary Series 2026 Bonds shall be entitled to the same benefits under this Eighth Supplemental Indenture as definitive Series 2026 Bonds of this same issue delivered hereunder.

Section 2.06. Interest. The Series 2026 Bonds shall bear interest calculated on the basis of a 360-day year comprised of twelve 30 day months at the rates set forth in Section 2.03(d) hereof payable semiannually on March 1 and September 1 of each year, commencing on March 1, 2027.

Each Series 2026 Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Series 2026 Bond, or if the same has been duly called for redemption, then at the date fixed for redemption, provided moneys are available for the payment or redemption thereof in full accordance with the terms of this Eighth Supplemental Indenture, said Series 2026 Bond shall then cease to bear interest.

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17 Each Series 2026 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless: (i) it is authenticated as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or before February 15, 2027 in which event it shall bear interest from its dated date or (iii) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; provided, however, that if at the time of authentication of a Series 2026 Bond, interest is in default thereon, such Series 2026 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for a payment thereon.

Section 2.07. Payment of Series 2026 Bonds. The Series 2026 Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Trustee in St. Paul, Minnesota. Subject to Section 2.13 hereof, interest on the Series 2026 Bonds shall be paid by check mailed by first class mail to the persons whose names appear on the bond registration books of the Trustee as the Owners of such Series 2026 Bonds at the close of business on the Record Date at such persons’ addresses as they appear on such registration books kept by the Trustee or by wire transfer to owners of $1,000,000 or more in aggregate principal amount of Series 2026 Bonds at such wire transfer address as such owner shall specify in a written notice requesting payment by wire transfer delivered to the Trustee not later than the Record Date.

Any interest not paid when due or duly provided for shall forthwith cease to be payable to the registered Owner as of the Record Date immediately preceding the applicable Interest Payment Date and shall be paid to the person in whose name the Series 2026 Bond is registered as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the
The Trustee shall give notice of such special record date to the Owner not less than 10 days prior thereto.

Section 2.08. Execution of Series 2026 Bonds. The Series 2026 Bonds shall be executed on behalf of the Successor Agency by the facsimile signatures of its City Manager of the City, the Finance Director of the City and its Deputy Director of City Clerk Services of the City, in its capacity as Successor Agency to the Rancho Cucamonga Redevelopment Agency, who are in office on the date of this Eighth Supplemental Indenture or at any time thereafter. If any officer whose signature appears on any Series 2026 Bond ceases to be such officer before delivery of the Series 2026 Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Series 2026 Bonds to the purchaser. Any Series 2026 Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Series 2026 Bond shall be the proper officers of the Successor Agency although at the nominal date of such Series 2026 Bond any such person shall not have been such officer of the Successor Agency.

Only such Series 2026 Bonds as shall bear thereon a certificate of authentication in the form hereinbefore recited, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of the Indenture, and such certificate of the Trustee shall be conclusive evidence that the Series 2026 Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of the Indenture.

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18 Section 2.09. Transfer of Series 2026 Bonds. Any Series 2026 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.11, by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Series 2026 Bond for cancellation accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee duly executed.

Whenever any Series 2026 Bond or Series 2026 Bonds shall be surrendered for transfer the Successor Agency shall execute and the Trustee shall deliver a new Series 2026 Bond or Series 2026 Bonds for like aggregate principal amount of authorized denominations, interest rate and maturity date.

No transfers of Series 2026 Bonds shall be required to be made (i) during the period fifteen days prior to the date established by the Trustee for selection of Series 2026 Bonds for redemption or (ii) with respect to a Series 2026 Bond after such Series 2026 Bond has been selected for redemption.

The Successor Agency shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.10. Exchange of Series 2026 Bonds. Series 2026 Bonds may be exchanged at the principal corporate trust office of the Trustee in St. Paul, Minnesota, for a like aggregate principal amount of Series 2026 Bonds of authorized denominations and of the same maturity. The Successor Agency may charge a reasonable sum for each new Series 2026 Bond issued upon any exchange (except in the case of any exchange of temporary Series 2026 Bonds for definitive Series 2026 Bonds and except in the case of the first exchange of any definitive Series 2026 Bond in the form in which it is originally issued) and 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.

No exchanges of Series 2026 Bonds shall be required to be made (i) during the period fifteen days prior to the date established by the Trustee for selection of Series 2026 Bonds for redemption or (ii) with respect to a Series 2026 Bond after such Series 2026 Bond has been selected for redemption.

Section 2.11. Series 2026 Bond Register. The Trustee will keep or cause to be kept, at its principal corporate trust office in St. Paul, Minnesota, sufficient books for the registration and transfer of the Series 2026 Bonds, which shall at all times be open to inspection by the Successor Agency during normal business hours upon reasonable notice; 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 said books Series 2026 Bonds as hereinbefore provided.

Section 2.12. Series 2026 Bonds Mutilated, Lost, Destroyed, or Stolen. If any Series 2026 Bond shall become mutilated the Successor Agency, at the expense of the Owner of said Series 2026 Bond shall execute, and the Trustee shall thereupon deliver a new Series 2026 Bond

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19 of like tenor and maturity in exchange and substitution for the Series 2026 Bond so mutilated but only upon surrender to the Trustee of the Series 2026 Bond so mutilated. Every mutilated Series 2026 Bond so surrendered to the Trustee shall be canceled by it. If any Series 2026 Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the Owner shall execute, and the Trustee shall thereupon deliver a new Series 2026 Bond of like tenor and maturity in lieu of and in substitution for the Series 2026 Bond so lost, destroyed or stolen. The Successor Agency may require payment of a sum not exceeding the actual cost of preparing each new Series 2026 Bond issued under this Section and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Series 2026 Bond issued under the provisions of this Section in lieu of any Series 2026 Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Series 2026 Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of the Indenture with all other Series 2026 Bonds issued pursuant to this Eighth Supplemental Indenture.

Section 2.13. Redemption of Series 2026 Bonds.
(a) Optional Redemption. The Series 2026 Bonds are not subject to optional redemption prior to their stated maturities.
(b) Open Market Purchase of Series 2026 Bonds. The Successor Agency may at any time buy Series 2026 Bonds, of any series at public or private sale at a price which, inclusive of brokerage fees, will not exceed the par amount of the Series 2026 Bonds so purchased, plus any applicable premium and any Series 2026 Bonds so purchased shall be tendered to the Trustee for cancellation.

ARTICLE III
ISSUANCE OF SERIES 2026 BONDS; DISPOSITION OF PROCEEDS
Section 2.02. Issuance and Delivery of Series 2026 Bonds. At any time after the execution of this Eighth Supplemental Indenture the Successor Agency may issue and deliver Series 2026 Bonds in the aggregate principal amount of $[__________]. The City Manager of the City and Finance Director of the City, in their capacity as it relates to Successor Agency to the Rancho Cucamonga Redevelopment Agency, the City Clerk, the Deputy Director of City Clerk Services of the City, the counsel to the Successor Agency and other proper officers of the Successor Agency are hereby authorized and directed to deliver any and all documents and instruments, to authorize the payment of Costs of Issuance and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Series 2026 Bonds to the purchaser thereof.

Section 2.03. Disposition of Series 2026 Bond Proceeds. On the Closing Date, the Original Purchaser shall purchase the Series 2026 Bonds for a purchase price of $[___________] (being the initial aggregate principal amount of the Series 2026 Bonds of $[__________], plus the original issue premium in the amount of $[___________], less underwriter’s discount of

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20 $[_______]). [At the request of the Successor Agency, on the Closing Date, the Underwriter will wire to the Insurer an amount equal to $_______ representing the sum of the premium for the Reserve Policy.] [The remaining net proceeds of the Series 2026 Bonds shall be deposited as set forth below.
(a) In a subaccount for the Series 2026 Bonds within the Reserve Account (the “Series 2026 Bonds Reserve Subaccount”), established in the Special Fund pursuant to Section 5.03(c) of the Original Indenture, the Successor Agency shall deposit the Reserve Policy with a face value equal to the Reserve Requirement and the Trustee shall credit the Reserve Policy to the Series 2026 Bonds Reserve Subaccount. The Successor Agency shall maintain an amount equal to the Reserve Requirement with respect to the Series 2026 Bonds in the Series 2026 Bonds Reserve Subaccount; provided, however, at any time, moneys on deposit in the Series 2026 Bonds Reserve Subaccount representing the Reserve Requirement, or any portion thereof, for the Series 2026 Bonds may be substituted by the Successor Agency with a letter of credit, reserve policy, bond insurance policy or other form of guaranty from a financial institution, the long term, unsecured obligations of which are rated at the time of issuance of such instrument by S&P or Moody’s is “A” (without regard to modifier) or higher, in an amount equal to the Reserve Requirement, or in an amount, which together with cash on deposit for such purpose, equals the Reserve Requirement, upon presentation to the Trustee of such letter of credit, reserve policy, bond insurance policy or other form of guaranty from a financial institution, together with evidence, that such letter of credit, reserve policy, bond insurance policy or other form of guaranty from a financial institution satisfies the rating requirement set forth above. Upon such substitution, the Trustee shall transfer amounts on deposit in the Series 2026 Bonds Reserve Subaccount representing the applicable portion of cash representing the Reserve Requirement for the Series 2026 Bonds to the Successor Agency to be applied for redevelopment purposes. Amounts on deposit in the Series 2026 Bonds Reserve Subaccount or any letter of credit, reserve policy, bond insurance policy or other guarantee acquired by the Successor Agency to satisfy the Reserve Requirement for the Series 2026 Bonds shall only be used in connection with the Series 2026 Bonds and shall not be used as security for any other series of Bonds issued under the Original Indenture. All amounts in the Reserve Account established for Parity Bonds or any letter of credit, reserve policy, bond insurance policy or other guarantee to satisfy the Reserve Requirement for Parity Bonds shall only be used in connection with Parity Bonds and shall not be used as security for the Series 2026 Bonds. The Successor Agency shall have no obligation to replace the Reserve Policy or to fund the Series 2026 Bonds Reserve Subaccount with cash if, at any time that the Series 2026 Bonds are Outstanding, amounts are not available under the Reserve Policy other than in connection with a draw on the Reserve Policy, or if the ratings of the Insurer decline or are withdrawn.

The Reserve Requirement with respect to the Series 2026 Bonds shall be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee shall credit the Reserve Policy to the Series 2026 Bonds Reserve Subaccount. Under the terms and conditions of the Reserve Policy, the Trustee shall deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in Section 5.03(c). The Trustee shall comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that

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21 funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy.] All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof;
(b) $[_________] into the Costs of Issuance Fund established in Section 3.04 hereof; and
(c) $[_________] in the Refunding Fund established in Section 3.05 hereof; Section 3.03. Validity of the Series 2026 Bonds. The validity of the authorization and issuance of the Series 2026 Bonds shall not be dependent upon the completion of the Redevelopment Project or upon the performance by any person of his obligation with respect to the Redevelopment Project.

Section 3.04. Costs of Issuance Fund. There is hereby established a separate fund to be known as the “Costs of Issuance Fund,” which shall be held by the Trustee in trust. 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 Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On or before March 1, 2027, or upon the earlier Written Request of the Successor Agency stating that all known Costs of Issuance have been paid, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account of the Bond Fund to be used to pay interest on the Series 2026 Bonds on December 1, 2026.

Section 3.05. Refunding Fund. There is hereby created the Series 2026 Refunding Fund (the “Refunding Fund”), which is held by the Trustee in trust for the benefit of the Successor Agency. The moneys in the Refunding Fund shall be maintained separate and apart from other moneys of the Successor Agency.

The Trustee shall establish and maintain a Refunding Fund as set forth in the Refunding Instructions. The Trustee shall deposit and apply all moneys in the Refunding Fund under and pursuant to the Refunding Instructions. Upon making such transfers in accordance with the Refunding Instructions, the Refunding Fund shall be closed.

ARTICLE IV
TAX REVENUES; SPECIAL FUND AND ACCOUNTS
Section 2.04. Receipt, Deposit and Application of Tax Revenues. Except as hereinafter set forth, all Tax Revenues shall be received, deposited and applied as set forth in Article V of the Original Indenture.

Section 2.05. Funds to be Set Aside in Accounts. Moneys in the Special Fund shall be transferred and set aside by the Trustee in the respective accounts, in the manner and subject to the terms set forth in Section 5.02, Section 5.03 and Section 5.04 of the Original Indenture.

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22 ARTICLE III
DISCHARGE OF EIGHTH SUPPLEMENTAL INDENTURE;
ADDITIONAL COVENANTS; MISCELLANEOUS
Section 3.01. Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal, premium (if any) and interest to become due in respect of all the Series 2026 Bonds and Parity Bonds in strict conformity with the terms of the Series 2026 Bonds and of the Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of this Supplemental Indenture. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein.

Section 3.02. Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision hereof, failure of the Successor Agency to comply with such Continuing Disclosure Certificate shall not constitute an Event of Default hereunder; provided, however, that any Initial Purchaser (as such term is defined in such Continuing Disclosure Certificate) or any Owner or beneficial owner of the Series 2026 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.02.

Section 3.03. Limitation on Additional Indebtedness. The Successor Agency hereby covenants that so long as any of the Series 2026 Bonds remain Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations payable from the RPTTF or which are otherwise secured on a basis which is senior to the pledge and lien which secures the Series 2026 Bonds. The Successor Agency hereby covenants that it shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Tax Revenues, excepting only the 2007B Bonds and Parity Bonds, any debt obligations subordinate to the Series 2026 Bonds.

Section 3.04. Extension of Payment of Series 2026 Bonds. The Successor Agency shall not directly or indirectly extend or assent to the extension of the maturity of any of the Series 2026 Bonds or the time of payment of any claims for interest by the purchase of such Series 2026 Bonds or by any other arrangement, and in case the maturity of any of the Series 2026 Bonds or the time of payment of any such claims for interest shall be extended, such Series 2026 Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of the Indenture, except subject to the prior payment in full of the principal of all of the Outstanding Bonds and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Successor Agency to issue bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Series 2026 Bonds.

Section 3.05. Payment of Claims. The Successor Agency shall pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or

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23 upon the Tax Revenues or any part thereof, or upon any funds held by the Trustee pursuant hereto, or which might impair the security of the Series 2026 Bonds or any Parity Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims.

Section 5.06. Books and Accounts; Financial Statements. The Successor Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Successor Agency and the County, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project, the Tax Revenues, the Special Fund and the Redevelopment Obligation Retirement Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) in aggregate principal amount of the Series 2026 Bonds then Outstanding, or their representatives authorized in writing.

The Successor Agency will cause to be prepared and delivered to the Trustee and the Insurer annually, within nine (9) months after the close of each Fiscal Year so long as any of the Series 2026 Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year including the balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year. Such audited financial statements may be included in a combined statement with the City’s comprehensive audited financial report. The Trustee shall not be responsible for reviewing such financial statements. The Successor Agency shall furnish a copy of such statements to any Owner upon reasonable request and at the expense of such Owner.

Section 5.07. Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Series 2026 Bonds and the rights of the Owners. From and after the date of issuance of any Series 2026 Bonds, such Series 2026 Bonds shall be incontestable by the Successor Agency.

Section 5.08. Payments of Taxes and Other Charges. The Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Project Area, when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Redevelopment Project or any part thereof.

Section 5.09. Maintenance of Tax Revenues. The Successor Agency shall comply with all requirements of the Redevelopment Law and the Dissolution Act to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements or ROPS with appropriate officials of the County and appropriate officials of the State of California. The Successor Agency shall not enter into any agreement with the County or any other governmental unit which would have the effect of reducing the amount of Tax Revenues available to the Successor Agency for payment of the Series 2026 Bonds. The Successor Agency shall not undertake proceedings for amendment of the Redevelopment Plan if such amendment shall result in payments to one or more taxing entities pursuant to Sections 33607.5 and 33607.7