cc 2025 AR 04/08 authorize issuance of refunding lease revenue bonds series 2025a — Vista City Council, April 8, 2025 (part 1 of 2)

ACTION:
____________________________

Clerk/Secretary
Department: Finance Item No: D4
Prepared by: Mike Sylvia, Finance Director/Treasurer Meeting Date: April 8, 2025 Approved by: John Conley, City Manager Agenda Location: Discussion S
UBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS , AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
RECOMMENDATION:

1. Adopt City Council Resolution No. 2025- , authorizing the execution and delivery by the City of a Ground Leas
e, Lease Agreement, Indenture, Escrow Agreement, Continuing Disclosure Agreement and B ond P
urchase Agreement in connection with the issuance of Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A, approving the issuance of such bonds in an aggregate pr
incipal amount of not to exceed $73,000,000, authorizing the distribution of an official statement in connection with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions.

2. Adopt Joint Powers Financial Authority Resolution No. 2025- Authorizing the execution and delivery by the authority of a Ground lease, Lease Agreement, Indenture, Assignment Agreement, Escrow Agreement and Bond Purchase Agreement in connection with the issuance of Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A, authorizing the issuance of such bonds
in an aggregate principal amount of not to exceed $73,000,000, authorizing the distribution of an of
ficial statement in connection with the offering and sale of such bonds and authorizing the executi on of
necessary documents and certificates and related actions.

CO
RRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility.

PRIOR ACTION: On June 9, 201 5, adopted City Council Resolution No. 2015 -100, authorizing the execution and delivery by the City of a Ground Lease, Lease Agreement, Indenture, Escrow Agreement, Continuing Disclosure Agreement and Bond Purchase Agreement in connection with the issuance of Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds, approving the issuance of such bonds in an aggregate principal amount of not to exceed $ 110,000,000, authorizing the distribution of an Official Statement in connection with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions (Vote: 5-0).

STATEMENT ON THE SUBJECT: In September 2015, the City, through its Joint Powers Financing Authority, issued 2015 Refunding Lease Revenue Bonds, (the “2015 Bonds”) to refinance in whole the 2007 AGENDA
REPORT

CI TY COUNCIL

C OMMUNITY DEVELOPMENT COMMISSION

S UCCESSOR AGENCY

BUE NA SANITATION DISTRICT

J OINT POWERS FINANCING AUTHORITY
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MEETING DATE: April 8, 2025 PAGE 2
SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
Certificates of Participation (2007 Community Projects). The 2015 Bonds were issued in the amount of $96,120,000 and were issued with a final maturity date of May 1, 2037. After the May 1, 2025 payment, the 2015 Bonds will be outstanding in the amount of $74,400,000.

S
avings & Bond Structure:

In the current market, the 2015 Bonds can be refinanced, and the City can take advantage of lower interest rates to generate significant savings to the general fund by lowering the annual debt service.

The f
ollowing table presents a side-by-side analysis of the City’s 2015 Bonds, the estimated debt service on the 2025 Bonds and the estimated savings. Staff analyzed two different structuring scenarios. The first assumes that the 2025 Bonds are structured to provide level annual savings. This means that the 2025 Bonds debt service payments escalate over time to mirror the 2015 Bonds debt service payments. The second scenario assumes that the 2025 Bonds are structured to provide level annual debt service. Under this structure, annual savings are lower in the early years and higher in the later years.

U
nder each scenario, the 2025 Bonds are expected to have the same payment dates with the same final maturity of the 2015 Bonds of May 1, 2037. The following table provides a summary of Financing Statistics comparing the 2015 Bonds to the two refunding scenarios detailed later in the report.

The f
ollowing table compares the 12-year debt service schedules of the 2015 Bonds and the two refunding scenarios.

Financing Statistics 2015 Bonds Scenario 1 Scenario 2
Final Maturity 5/1/2037 5/1/2037 5/1/2037
Average Annual Debt Service Payments $8,598,235 $7,756,372 $7,659,681 Total Debt Service Payment through Maturity $103,178,825 $93,076,458 $91,916,167 Average Annual Savings $841,864 $938,555
Estimated Total Savings through Maturity $10,102,367 $11,262,658 Estimated Present Value Savings through Maturity $8,305,310 $8,456,117 Estimated Present Value Savings % 11.16% 11.37%
Average Life 7.46 Years 7.01 Years
True Interest Cost 3.33% 3.30%
All-In True Interest Cost (Includes Costs) 3.40% 3.38%
*Estimated based on market rates as of March 20, 2024
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SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

This information is shown graphically below.

Fiscal Year
Ending
Debt Service
Payments
2025 Bonds Debt
Service Payments Annual Savings
2025 Bonds Debt
Service Payments Annual Savings
6/30/2026 $7,413,250 $6,570,958 $842,292 $7,659,417 ($246,167) 6/30/2027 7,611,250 6,770,750 840,500 7,661,250 (50,000) 6/30/2028 7,817,375 6,973,250 844,125 7,657,250 160,125 6/30/2029 8,026, 963 7,186,750 840,213 7,662,250 364,713 6/30/2030 8,241,713 7,399,750 841,963 7,660,250 581,463 6/30/2031 8,462,463 7,621,250 841,213 7,661,000 801,463 6/30/2032 8,681,375 7,839,750 841,625 7,658,750 1,022,625 6/30/2033 8,912,988 8,069,250 843,738 7,658,000 1,254,988 6/30/2034 9,145,200 8,303,000 842,200 7,658,000 1,487,200 6/30/2035 9,376,438 8,534,500 841,938 7,658,000 1,718,438 6/30/2036 9,622,625 8,782,500 840,125 7,662,250 1,960,375 6/30/2037 9,867,188 9,024,750 842,438 7,659,750 2,207,438 Total $103,178,825 $93,076,458 $10,102,367 $91,916,167 $11,262,658 PV Savings $8,305,310 $8,456,117
PV Savings % 11.16% 11.37%
2015 Bonds Scenario 1: Level Annual Savings
Scenario 2: Level Annual Debt
Service Payments
$0
$2
$4
$6
$8
$10
$12
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Millions
Vista 2025 Lease Revenue Refunding - Structuring Alternatives 2015 Bonds Debt Service
Scenario 1 - 2025 Bonds with Level Savings
Scenario 2 - 2025 Bonds with Level Debt Service
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SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

Staff is recommending Scenario 2 as it:

1. P rovides a lower interest rate and higher savings than Scenario 1,

2. A ccelerates the paydown of the principal quicker than Scenario 1, and

3. P rovides for a more level and sustainable annual debt payment that is more conducive to absorbing other rising General Fund costs over time, such as pensions.

With annual costs on the City’s CalPERS pension debt rising year over year, escalating payments on the 2025 Lease Refunding Bonds (Scenario 1) would not provide as much relief on budgetary pressures. While both scenarios provide significant budgetary savings to the General Fund, the level debt service is recommended for the reasons above.

As shown in the table above, and based on current interest rates in the municipal market, the financing team estimates that the refunding will generate $11.26 million of cumulative cash flow savings through FY 2037, with average annual savings of $938,555 per year. On a present value basis, this equates to $8.46 million, or 11.37%, of the refunded par amount. All financing costs are paid from bond proceeds and have been incorporated into the refunding savings analysis. Estimated financing costs are $580,263 and include underwriting discount, fees associated with bond counsel, disclosure counsel, municipal advisory services, rating costs, trustee and other miscellaneous fees. All fees are contingent upon the successful closing of the financing except rating fees, estimated to be approximately $60 ,000 of the total financing costs. The rating fees were appropriated by Council in January 2025. As with the 2015 Bonds, the 2025 Bonds will be a lease revenue bond structure. Under such structure, the City’s General Fund revenues provide repayment for the financing and a physical asset is required to serve as the “Leased Asset” to further provide security for the financing. The Leased Asset will initially consist of the City’s City Hall Complex, Fire Station No. 1, and Brengle Terrace Park (exclusive of a 15-acre botanical garden therein). While the 2015 Bonds are secured by the General Fund annual pledge to appropriate from all available sources, the City originally issued, and plans to refinance, the 2015 Bonds by using the City’s Measure L revenues as a source of repayment.

Financing Documents:

Being presented for approval are the following documents:

Authorizing Resolutions: A
uthorize the Authority to issue bonds in a principal amount not to exceed $73,000,000 to refund the 2015 Bonds and authorize City and Authority staff to execute the legal documents for the 2025 Bonds, approve certain professionals and direct staff to take other actions necessary to complete financing.

Ground Lease: This is an agreement between the City and the Authority whereby t he City leases the Leased
Asset to the Authority, providing the mechanism from which the Authority may then lease the Leased Asset back to the City pursuant to the Lease Agreement.

Lease Agreement: Agreement between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Asset back to the City and the City agrees to pay semiannual lease payments to provide revenues with which to pay principal and interest on the 2025 Bonds when due. The City’s General Fund will make the lease payments over the term of the Lease Agreement. The lease payments 04/08/2025
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SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

are payable by the City from any legally available source of funds; however, the City originally issued, and plans to refinance, the 2015 Bonds by using the City’s Measure L revenues.

Assignment Agreement: P
rovides the terms and conditions under which the Authority assigns the City’s lease payments to the Trustee, for ultimate payment to Bondholders.

Termination Agreement: The Termination Agreement terminates and discharges the 2015 Ground Lease, the 2015 Lease and the 2015 Assignment Agreement related to the 2015 Bonds that the City is redeeming.

Escrow Agreement: Provides the terms and conditions for the E scrow Agent to facilitate payment and
redemption of the 2015 Bonds.

Indenture of Trust: P rovides for issuance of the 2025 Bonds and lays out the covenants and specifics of the 2025 Bonds, as well as the prepayment options, Trustee’s duties, repayment mechanisms, default and remedies provisions, and Bondholder’s associated rights and remedies.

Bond Purchase Agreement: P ursuant to the Bond Purchase Agreement (BPA), the Underwriter will agree to buy the 2025 Bonds at specified prices and interest rates, subject to satisfaction of certain requirements, such as the City’s execution and delivery of the indentures and delivery of closing certificates and opinions.

The BPA will be presented to the authorized officers of the City for approval and execution on the pricing date after the Underwriter has completed the offering to the investors and the pricing of the 2025 Bonds.

Preliminary Official Statement: D isclosure Counsel prepares a Preliminary Official Statement with input from the financing team including tables relating to the City’s finances. The Preliminary Official Statement is the “offering document” for the 2025 Bonds. Under federal securities laws, the City has an obligation to ensure that the Preliminary Official Statement includes all information that would be material to a prospective investor’s decision whether to purchase the 2025 Bonds.

Following City Council
authorization, the preliminary Official Statement will be distributed by the Underwriter and used as the primary marketing document to prospective bond purchasers. The agenda packet includes a draft of the preliminary Official Statement. A final Official Statement will be made available shortly after the 2025 Bonds are sold; it will be identical to the preliminary Official Statement except that it will reflect the final bond sale pricing information. The preliminary Official Statement and the Official Statement constitute securities disclosures for the benefit of the buyers of the 2025 Bonds and are governed by federal securities laws.

Continuing Disclosure Agreement – Certificate of the City to provide annual reporting and ongoing significant events reporting.

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SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

Next Steps:

If City Council and Authority Board elect to approve the two resolutions, City staff will work with the financing team to immediately prepare the 2025 Bond transaction for a public sale. Below is a summary of the financing schedule:

Date Activity
April 8, 2025 Financing Resolutions in front of City Council and Authority Board for Approval
Mid to Late April Release Preliminary Official Statement to Underwriter to begin marketing of 2025 Bonds to Investors
Early May, 2025
2025 Bond Order Period, Verbal Award and Execution of Bond Purchase Agreement
Mid-May, 2025 Close Financing

The City Council resolution sets forth certain parameters upon any sale of the 2025 Bonds. These parameters are: (1) the par amount of the 2025 Bonds cannot exceed $73 million, (2) the underwriter’s discount cannot exceed 0.375% of the par amount of the 2025 Bonds , and (3) the all -in true interest cost applicable to the 2025 Bonds shall not exceed 4.15%. NHA Advisors, the City’s municipal advisor , has provided good faith estimates of the cost of the 2025 Bonds, as required by California Government Code Section 5852.1. These estimates are based on current market rates and are included in Exhibit A of both the City Resolution and Authority Resolution.

Conclusion:

The City can take advantage of lower interest rates to generate significant savings for the City by lowering the annual debt service on its existing obligation through 2037.

FISCAL IMPACT: This item has no direct impact on current revenues and expenditures. Approval of this item does provide direction to staff and the City’s financing team to move the refunding of the 2015 bonds forward with an estimated closing date in mid- May 2025. Upon successful closing, given current market conditions, and Council selection of Scenario 2, total debt service savings is estimated at $11. 26 million over the next 12 fiscal years which will be reflected in subsequent Operating Budgets.

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SUBJECT: AUTHORIZE THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF

SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING

THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS

EXHIBITS:

1. City Council Resolution No. 2025 - , authorizing the execution and delivery by the City of a Ground Lease, Lease Agreement, Indenture, Escrow Agreement, Continuing Disclosure Agreement and Bond Purchase Agreement in connection with the issuance of Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A, approving the issuance of such bonds in an aggregate principal amount of not to exceed $73,000,000, authorizing the distribution of an official statement in connection with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions.

2. Vista Joint Powers Financial Authority Resolution No. 2025- , uthorizing the execution and delivery by the Authority of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement, Escrow Agreement and Bond Purchase Agreement in connection with the issuance of Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A, authorizing the issuance of such bonds in an aggregate principal amount of not to exceed $73,000,000, authorizing the distribution of an Official Statement in connection with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions.

3. Ground Lease

4. Lease Agreement

5. Indenture

6. Assignment Agreement

7. Escrow Agreement

8. Bond Purchase Agreement

9. Termination Agreement

10. Memorandum of Lease

11. Preliminary Official Statement

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RE
SOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY BY

THE CITY OF A GROUND LEASE, LEASE AGREEMENT, INDENTURE,

ESCROW AGREEMENT, CONTINUING DISCLOSURE AGREEMENT AND

BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE

OF VISTA JOINT POWERS FINANCING AUTHORITY REFUNDING LEASE REVENUE BONDS, SERIES 2025A, APPROVING THE ISSUANCE OF SUCH

BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $73,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL

STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH

BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY

DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City of Vista, California (the “City”) is a municipal corporation and chartered city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”);
B. The Vista Joint Powers Financing Authority (the Authority”) is a joint exercise of powers entity duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement, dated November 13, 1989, by and between the City and the Community Development Commission of the City of Vista (the “Joint Powers Agreement”);
C. Pursuant to the Joint Powers Agreement and Section 6588(h) of the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof;
D. The Authority previously issued its Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”), in the original aggregate principal amount of $96,120,000, to refinance the City of Vista 2007 Certificates of Participation (2007 Community Projects) (the “2007 Certificates”) and the City’s lease obligations in connection therewith, the proceeds of which were used to finance and refinance a portion of the costs of the acquisition, construction and installation of certain public capital improvements located within the City and described in the proceedings for the 2007 Certificates (the “Project”); E. The Authority and the City desire to refinance all or a portion of the 2015 Bonds and the City’s lease obligations in connection therewith; F. The City is a member of the Authority and the Project is located within the boundaries of the City;
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EXHIBIT 1
RESOLUTION NO. 2025-

CITY COUNCIL OF THE CHARTERED CITY OF VISTA
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G. The City and the Authority have determined that demonstrable debt service savings in effective interest rate can be achieved by the prepayment and defeasance of the 2015 Bonds;
H. The Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A” (the “Bonds”) for the purpose of refinancing the 2015 Bonds and the City’s related lease payments; I. In order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property (which real property shall consist of property generally known as the City Hall Complex, Fire Station No. 1, and the Brengle Terrace Park, excluding the Botanical Garden but including the Moonlight Stage House (the “Leased Assets”), subject to adjustment as described below) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among U.S. Bank Trust Company, National Association (the “Trustee”), the City and the Authority (the “Indenture”); J. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the Project, originally financed with the proceeds of the 2007 Certificates and refinanced with the proceeds of the 2015 Bonds, through the offering and sale of the Bonds; K. The defeasance of the 2015 Bonds to be redeemed will be accomplished by means of an Escrow Agreement (the “Escrow Agreement”) by and among U.S. Bank Trust Company, National Association, as escrow agent (“Escrow Agent”), the City and the Authority, the form of which has been presented to this City Council at the meeting at which this Resolution is being adopted;
L. The Authority will issue the Bonds pursuant to the Act; M. On December 10, 2024, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), and the obligations under the Indenture and the Lease Agreement as contemplated by this Resolution comply with the Debt Management Policy; N. The City and the Authority desire to provide for the negotiated sale of the Bonds; O. The City and the Authority have selected Oppenheimer & Co., Inc., to act as underwriter (the “Underwriter”) to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
P. Good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by the Municipal Advisor based on preliminary bond pricing information provided by the Underwriter;
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RESOLUTION NO. 2025-

CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 3

Q. Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) requires that, in order to be able to purchase or sell the Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain events on an ongoing basis;
R. In order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”); S. A form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared;
T. The City Council has been presented with the form of each document referred to herein relating to the refinancing contemplated hereby, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such refinancing; and
U. All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided.

2. Action.

A. Each of the above recitals is true and correct. The City Council hereby approves the financing and refinancing described in this Resolution and further finds and determines that there are significant public benefits to the citizens of the City through the approval of the Bonds and other City Documents pursuant to the Act and otherwise hereunder within the meaning of Section 6586(a) through (d), inclusive, of the Act, in that the delivery of the Bonds and related transactions will result in demonstrable savings in effective interest rate to the City.

B. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor, the Deputy Mayor, the City Manager, the Finance Director/City Treasurer, and the City Clerk, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Ground Lease and Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Lease and Lease Agreement shall terminate no later than May 1, 2037 (provided that such term may be extended as provided therein) and the all-in true interest cost applicable to the Bonds shall not exceed 4.15% per annum. In the event that it is determined by the City Manager, or his designee, that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Assets as contemplated by the Ground Lease and Lease Agreement, or that other City-owned property would be more appropriate to use as Leased Assets under the Ground Lease and the Lease Agreement, the City Manager, or his designee, is hereby expressly authorized to designate other or additional real property of the City to be leased or 04/08/2025
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subleased pursuant to the Ground Lease and Lease Agreement, with such designation to be conclusively evidenced by the execution and delivery of the Ground Lease and Lease Agreement by one or more of the Authorized Officers.

C. The form of Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $73,000,000, the final maturity date of the Bonds shall be no later than May 1, 2037 and the all- in true interest cost applicable to the Bonds shall not exceed 4.15% per annum, and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

D. The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the Authorized Officers are each hereby authorized and directed, for and in the name of the City, to execute and deliver the acceptance thereof set forth in the Bond Purchase Agreement, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Bonds in excess of 0.375% of the aggregate principal amount of the Bonds.

E. The issuance of not to exceed $73,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.

F. The form of Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).

G. The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement.

H. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.
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PAGE 5

I. Stradling Yocca Carlson & Rauth LLP is hereby approved and appointed as Bond and Disclosure Counsel, NHA Advisors, LLC, is hereby approved and appointed as Municipal Advisor, and U.S. Bank Trust Company, National Association is hereby appointed as Trustee, each to provide such services to the Authority and any other related services as may be required to issue the Bonds. The City Manager and his designees are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

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

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

L. With the passage of this Resolution, the City hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the City’s financing described in this Resolution and its obligations under the Lease Agreement as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds and the execution and delivery of the Lease Agreement is not in compliance with the City’s Debt Management Policy, such noncompliance is waived in accordance with the terms of the City’s Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the City, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the City, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

M. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, the execution and delivery of agreements terminating the leasehold and subleasehold interests of the Authority securing the 2015 Bonds (including, but not limited to, the Termination Agreement substantially in the form on file with the City Clerk). Anything to the contrary herein notwithstanding, in the event the Finance Director/City Treasurer determines in consultation with the Municipal Advisor that the cost efficient marketing of the Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. Specifically and without limiting the foregoing, the Finance Director/City Treasurer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy for the Bonds, provided the Finance Director/City Treasurer determines acceptance of the best 04/08/2025
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CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 6

bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

N. This Resolution will take effect from and after its date of adoption.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on April 8, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

APPROVED
Walter C. Chung
20250331094542

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by the Authority’s Municipal Advisor, NHA Advisors, LLC, in consultation with Oppenheimer & Co., Inc., the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $68,070,000 (the “Estimated Principal Amount”), which excludes approximately $7,243,744 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of such bonds. The Estimated Principal Amount plus the net premium represent the total estimated proceeds available in the aggregate amount of $75,313,744.

True Interest Cost of the Bonds . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.30%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the City (meaning the cost of the insurance premium will be less than the reduced interest cost to the City), its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $580,263.

Amount of Proceeds to be Received . The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $74,733,481.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $91,916,167, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of 04/08/2025
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2 the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the City’s financing plan, or a combination of such factors.
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RE
SOLUTION NO. 2025-

RESOLUTION OF THE BOARD OF DIRECTORS OF THE VISTA JOINT

POWERS FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND

DELIVERY BY THE AUTHORITY OF A GROUND LEASE, LEASE

AGREEMENT, INDENTURE, ASSIGNMENT AGREEMENT, ESCROW

AGREEMENT AND BOND PURCHASE AGREEMENT IN CONNECTION WITH

THE ISSUANCE OF VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A, AUTHORIZING THE

ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $73,000,000, AUTHORIZING THE DISTRIBUTION OF AN

OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE

OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY

DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
The Board of Directors of the Vista Joint Powers Financing Authority does resolve as follows:

1. Findings. The Vista Joint Powers Financing Authority hereby finds and declares the following:

A. The Vista Joint Powers Financing Authority (the Authority”) is a joint exercise of powers entity duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement, dated November 13, 1989, by and between the City of Vista, California (the “City”) and the Community Development Commission of the City of Vista (the “Joint Powers Agreement”);
B. Pursuant to the Joint Powers Agreement and Section 6588(h) of the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof;
C. The Authority previously issued its Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”), in the original aggregate principal amount of $96,120,000, to refinance the City of Vista 2007 Certificates of Participation (2007 Community Projects) (the “2007 Certificates”) and the City’s lease obligations in connection therewith, the proceeds of which were used to finance and refinance a portion of the costs of the acquisition, construction and installation of certain public capital improvements located within the City and described in the proceedings for the 2007 Certificates (the “Project”); D. The Authority and the City desire to refinance all or a portion of the 2015 Bonds and the City’s lease obligations in connection therewith; E. The City is a member of the Authority and the Project is located within the boundaries of the City;
F. The Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A” 04/08/2025
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EXHIBIT 2
RESOLUTION NO. 2025-

VISTA JOINT POWERS FINANCING AUTHORITY
PAGE 2

(the “Bonds”) for the purpose of refinancing the 2015 Bonds and the City’s related lease payments;
G. In order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property (which real property shall consist of assets generally described as the City Hall Complex, Fire Station No. 1, and the Brengle Terrace Park, excluding the Botanical Garden but including the Moonlight Stage House, subject to adjustment as described below (the “Leased Assets”)) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture (the “Indenture”) by and among U.S. Bank Trust Company, National Association (the “Trustee”), the City and the Authority; H. The Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; I. The City and the Authority have determined that debt service savings can be achieved by the refunding of the 2015 Bonds;
J. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance all or a portion of the Project, originally financed with the proceeds of the 2007 Certificates and refinanced with the proceeds of the 2015 Bonds, through the offering and sale of the Bonds; K. The defeasance of the 2015 Bonds to be redeemed will be accomplished by means of an Escrow Agreement (the “Escrow Agreement”) by and among U.S. Bank Trust Company, National Association, as escrow agent (“Escrow Agent”), the City and the Authority, the form of which has been presented to this Board of Directors at the meeting at which this Resolution is being adopted;
L. The Authority will issue the Bonds pursuant to the Act; M. On December 10, 2024, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution hereby adopted by the Authority, and the sale and issuance of the Bonds as contemplated by this Resolution comply with the Debt Management Policy;
N. The City and the Authority desire to provide for the negotiated sale of the Bonds; O. The City and the Authority have engaged Oppenheimer & Co., Inc., to act as underwriter (the “Underwriter”) to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
P. A form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared;
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Q. Good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by the Municipal Advisor based on preliminary bond pricing information provided by the Underwriter;
R. The Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such refinancing; and S. All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided.

2. Action.

A. All of the recitals herein contained are true and correct and the Board of Directors so finds. Each of the above recitals is true and correct. The Board of Directors of the Authority has determined and hereby finds that the Authority’s assistance in refinancing the Project by the issuance of the Bonds and related transactions will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act.

B. The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair, the Vice Chair, the Executive Director (which shall be the City Manager of the City), the Treasurer, and the Secretary, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than May 1, 2037 (provided that such term may be extended as provided therein) and the all-in true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 4.15% per annum. In the event that it is determined by the City Manager, or his designee, that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Assets as contemplated by the Ground Lease and Lease Agreement, or that other City-owned property would be more appropriate to use as Leased Assets under the Ground Lease and the Lease Agreement, the City Manager, or his designee, is hereby expressly authorized to designate other or additional real property of the City to be leased or subleased pursuant to the Ground Lease and Lease Agreement, with such designation to be conclusively evidenced by the execution and delivery of the Ground Lease and Lease Agreement by one or more of the Authorized Officers.

C. The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said 04/08/2025
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form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $73,000,000, the final maturity date of the Bonds shall be no later than May 1, 2037 and the all-in true interest cost applicable to the Bonds shall not exceed 4.15% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

D. The issuance of not to exceed $73,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.

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

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

G. The Bond Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Bonds in excess of 0.375% of the aggregate principal amount of the Bonds.

H. The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule).

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

K. Stradling Yocca Carlson & Rauth LLP is hereby approved and appointed as Bond and Disclosure Counsel, NHA Advisors, LLC, is hereby approved and appointed as Municipal Advisor, and U.S. Bank Trust Company, National Association is hereby appointed as Trustee, each to provide such services to the Authority and any other related services as may be required to issue the Bonds. The Executive Director and his designees are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

L. With the passage of this Resolution, the Authority hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the Authority’s financing described in this Resolution and its obligations under the Bonds and the Indenture as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds and the execution and delivery of the Indenture is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the Authority, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

M. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, taking such actions and executing such instruments as may be necessary or appropriate to remove encumbrances and clear title to any Leased Assets. Anything to the contrary herein notwithstanding, in the event the Finance Director/City Treasurer determines in consultation with the Municipal Advisor that the cost efficient marketing of the Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. Specifically and without limiting the foregoing, the Finance Director/City Treasurer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided the Finance Director/City Treasurer determines acceptance of the best bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance, and, if applicable, a reserve account insurance policy, and the terms thereof, are hereby authorized and approved.

All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. 04/08/2025
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N. This Resolution shall take effect from and after its date of adoption.

3. Adoption. PASSED AND ADOPTED at a meeting of the Authority held on April 8, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER C. CHUNG, AUTHORITY COUNSEL

By:

APPROVED
Walter C. Chung
20250331095031

JOHN FRANKLIN, CHAIRPERSON

ATTEST:

KATHY VALDEZ, AUTHORITY SECRETARY

By:

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1 EXHIBIT A

Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $68,070,000 (the “Estimated Principal Amount”), which excludes approximately $7,243,744 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of such bonds. The Estimated Principal Amount plus the net premium represent the total estimated proceeds available in the aggregate amount of $75,313,744.

True Interest Cost of the Bonds . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.30%.

Finance Charge of the Bonds . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the Authority (meaning the cost of the insurance premium will be less than the reduced interest cost to the Authority), its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $580,263.

Amount of Proceeds to be Received . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $74,733,481.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $91,916,167, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

2 the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors. 04/08/2025
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Stradling Draft of 3/26/25
4909-3121-9459v4/200168-0004
RECORDING REQUESTED BY:

Vista Joint Powers Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.
[Space above for Recorder’s use.]

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

THE GRANTOR AND THE GRANTEE ARE GOVERNMENTAL AGENCIES.

GROUND LEASE
by and between

CITY OF VISTA
and

VISTA JOINT POWERS FINANCING AUTHORITY
Dated as of _______ 1, 2025
Relating to
$_________

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A
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EXHIBIT 3

4909-3121-9459v4/200168-0004

GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of _______ 1, 2025, is by and between the CITY OF VISTA (the “City”), a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the VISTA JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), as lessee.

WITNESSETH:

WHEREAS, the City and the Authority desire to refinance the Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”) and the City’s lease obligations in connection therewith, the proceeds of which were used to refinance a portion of the costs of the acquisition, construction and installation of certain public capital improvements located within the City and described in the proceedings for the 2015 Bonds (the “2015 Project”); WHEREAS, in order to refinance the 2015 Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to this Ground Lease, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated the date hereof;
WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the 2015 Project through the issuance by the Authority of bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”);
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

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2 4909-3121-9459v4/200168-0004

ARTICLE I

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

ARTICLE II

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

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

ARTICLE III

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

ARTICLE IV

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

Section 4.02 Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.
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Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.

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

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

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

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

Section 4.07 Representations of the Authority. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease. 04/08/2025
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ARTICLE V

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

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

ARTICLE VI

TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease Agreement and shall remain in full force and effect from such date to and including [May 1, 2037], unless such term is extended or sooner terminated as hereinafter provided.

Section 6.02 Extension; Early Termination. If, on [May 1, 2037], the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended more than ten years. If, prior to [May 1, 2047], all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

ARTICLE VII

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

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

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

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

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

Section 7.07 [Insurer as Third Party Beneficiary . Insurer is recognized as and shall be deemed to be a third party beneficiary of this Ground Lease and may enforce the provisions of this Ground Lease as if it were a party hereto.]
Section 7.08 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

CITY OF VISTA
By:

John Conley,
City Manager
ATTEST:

Kathy Valdez,
City Clerk

VISTA JOINT POWERS FINANCING AUTHORITY
By:

John Conley,
Executive Director
ATTEST:

Kathy Valdez,
Secretary
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the Vista Joint Powers Financing Authority (the “Authority”), a body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Board of the Authority (the “Board”), pursuant to authority conferred by resolution of said Board adopted on [April 8], 2025, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: ______, 2025 VISTA JOINT POWERS FINANCING AUTHORITY By:

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

STATE OF CALIFORNIA )
) ss.

COUNTY OF SAN DIEGO )

On ___________________ before me, ____________________________________, Notary Public,

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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STATE OF CALIFORNIA )
) ss.

COUNTY OF SAN DIEGO )

On ___________________ before me, ____________________________________, Notary Public,

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN DIEGO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BRENGLE TERRACE PARK
PARCEL 1: (APN: 177-010-06 & - 17)

THAT PARCEL OF LAND IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING A PORTION OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, A PORTION OF TRACT “W” IN RANCHO BUENA VISTA,

ACCORDING TO MAP PARTITION OF THE RANCHO BUENA VISTA AND CERTAIN OTHER

LAND ADJACENT THERETO ACCOMPANYING THE REPORT OF THE REFERRE IN THE ACTION OF “YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL”, CASE NO. 13315, SUPERIOR COURT OF SAN DIEGO COUNTY, AND A PORTION OF LOT 2 OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS A WHOLE FOLLOWS:

FEET TO THE NORTHERLY LINE OF SAID RANCHO BUENA VISTA, BEING ALSO THE NORTHERLY LINE OF LOT 211 OF SAID ORLEAVO HEIGHTS UNIT NO. 4, AS SHOWN ON SAID MAP NO. 2125; THENCE ALONG THE NORTHERLY LINE OF SAID RANCHO AN D SAID LOT 211, NORTH 76°08’40” WEST, 135.84 FEET, MORE OR LESS TO AN ANGLE POINT IN THE BOUNDARY OF SAID LOT 211; THENCE LEAVING SAID NORTHERLY LINE OF

RANCHO BUENA VISTA, AND CONTINUING ALONG THE NORTHERLY LINE OF SAID LOT 211, NORTH 89°46’43” WEST, 261.31 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4; THENCE ALONG THE EASTERLY LINE OF SAID LOT 215, SOUTH 22°00’00” WEST 51.90 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 215, NOR TH 85°00’00” WEST, 372.82 FEET, MORE OR LESS, TO A POINT DISTANT ALONG SAID SOUTHERLY LOT LINE SOUTH 85°00’00” EAST, 205.87 FEET, FROM THE MOST WESTERLY CORNER OF SAID LOT; THENCE LEAVING SAID SOUTHERLY LOT LINE, NORTH 14°01’00” WEST, 117.43 FEET TO THE MO ST SOUTHERLY CORNER OF THAT

PARCEL OF LAND DESCRIBED IN DEED TO THE OPTIMIST CLUB OF VISTA, RECORDED DECEMBER 3, 1953 AS INSTRUMENT NO. 162513 IN BOOK 5065, PAGE 84 OF OFFICIAL RECORDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09°01’40” WEST, 391.98 FEET TO AN ANGLE POINT IN THE EASTERLY BOUNDARY OF THE LAND DESCRIBED IN PARCEL 2 OF DEED TO THE OPTIMIST CLUB OF VISTA, RECORDED JANUARY 21, 1953 IN BOOK 4722, PAGE 283 OF OFFICIAL RECORDS; THENCE ALONG 04/08/2025
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THE BOUNDARY OF SAID LAND NORTH 29°05’00” WEST, 49.02 FEET TO THE NORTHWESTERLY BOUNDARY OF THAT PARCEL OF LAND DESCRIBED IN PARCEL 3 IN DEED TO WALTER J. PAUL, ET UX, RECORDED APRIL 1, 1944 AS INSTRUMENT NO. 23397 IN BOOK 1654, PAGE 335 OF OFFICIAL RECORD S; THENCE ALONG THE BOUNDARY OF SAID PAUL’S LAND, NORTH 61°39’00” EAST 96.93 FEET, MORE OR LESS, TO AN ANGLE POINT; NORTH 25°17’00” EAST 195.30 FEET; NORTH 50°36’00” EAST 458.94 FEET; AND NORTH 26°53’00” WEST, 100.28 FEET TO THE NORTH LINE OF SAID SECTION 20; THENCE THEREON SOUTH 89°38’22” EAST, 423.54 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF THE RIGHT OF WAY VALE TERRACE.

PARCEL 2A: (APN: 177-010-14 PORTION)
THAT PORTION OF TRACT “W” OF THE RANCHO BUENA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SAME IS SHOWN ON MAP OF “PARTITION OF RANCHO BUENA VISTA AND CERTAIN OTHER LANDS ADJACENT THERETO” ACCOMPANYING THE REPORT OF THE REFEREES IN THE ACTION OF “YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL,” CASE NO. 13315 IN THE SUPERIOR COURT OF THE

STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, LYING WITHIN THE BOUNDARIES OF THE FOLLOWING DESCRIBED PROPERTY:

BEGINNING AT THE MOST WESTERLY CORNER OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER AUGUST 7, 1928; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT SOUTH 85°00’ EAST 205.87 FEET; THENCE NORTH 14°01’ WEST 117.43 FEET; THENCE NORTH 64°56’30” WEST 178 FEET; THENCE NORTH 81°35’ WEST 152.65 FEET; THENCE NORTH 40°54’30” EAST 52.11 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT “W” DISTANT ALONG SAID BOUNDARY SOUTH 76°08’44” EAST 247.35 FEET FROM THE NORTHWESTERLY CORNER OF SAID TRACT “W”; THENCE ALONG SAID NORTHERLY BOUNDARY NORTH 76°08’44” WEST 247.35 FEET TO SAID NORTHWESTERLY CORNER; THENCE ALONG THE WESTERLY BOUNDARY OF SAID TRACT “W” , SOUTH 0°04’13” WEST 291 FEET TO THE NORTHWESTERLY CORNER OF LOT 216 OF SAID ORLEAVO HEIGHTS UNIT NO. 4; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 216 SOUTH 89°46’43” EAST 342 FEET TO THE POINT OF BEGINNING.

PARCEL 2B: (APN: 177-010-09)
THAT PORTION OF LOT 2, OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

BEGINNING AT A SET ROCK MARKING THE INTERSECTION OF THE NORTHERLY LINE OF RANCHO BUENA VISTA WITH THE LINE BETWEEN TRACTS “F” AND “W” OF SAID RANCHO BUENA VISTA AS SHOWN ON A MAP NO. 2125 OF ORLEAVO HEIGHTS, UNIT NO. 4, RECORDS OF SAID SAN DIEGO COUNTY, SAID INTERSECTION ON BEING THE 04/08/2025
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SOUTHWESTERLY CORNER OF SAID LOT 2 OF SAID FRACTIONAL SECTION 20; THENCE

ALONG THE NORTHERLY BOUNDARY OF SAID RANCHO BUENA VISTA SOUTH 76°08’44” EAST 247.35 FEET; THENCE LEAVING SAID BOUNDARY LINE, NORTH 40°54’30” EAST 330.80 FEET; THENCE NORTH 29°05’ WEST 49.02 FEET TO THE NORTHWESTERLY LINE OF THAT PARCEL OF LAND DESCRIBED AS PARCEL 3 IN DEED TO WALTER J.

PAUL, ET UX, RECORDED APRIL 1, 1944, AS DOCUMENT NO. 23397, IN BOOK 1654, PAGE 335 OF OFFICIAL RECORDS; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 61°39’ WEST 491.96 FEET TO THE POINT OF BEGINNING.

PARCEL 2C: (APN: 177-010-14 PORTION)
THAT PORTION OF TRACT “W” OF THE RANCHO BUENA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SAME IS SHOWN ON MAP OF “PARTITION OF RANCHO BUENA VISTA AND CERTAIN OTHER LANDS ADJACENT THERETO” ACCOMPANYING THE REPORT OF THE REFEREES IN THE ACTION OF “YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL;” CASE NO. 13315 IN THE SUPERIOR COURT OF THE

STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, AND THAT PORTION OF LOT 2 OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER AUGUST 7, 1928; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT, SOUTH 85°00’ EAST 205.87 FEET; THENCE NORTH 14°01’ WEST 117.43 FEET; TO THE TRUE POINT OF BEGINNING; THENCE NORTH 64°56’30” WEST 178 FEET; THENCE NORTH 81°35’ WEST 152.65 FEET; THENCE NORTH 40°54’30” EAST 52.11 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT “W”, DISTANT ALONG SAID BOUNDARY SOUTH 76°08’44” EAST 247.35 FEET FROM THE NORTHWESTERLY CORNER OF SAID TRACT “W”; THENCE NORTH 40°54’30” EAST 330.80 FEET; THENCE SOUTH 9°01’40” EAST 391.98 FEET TRUE POINT OF BEGINNING.

PARCEL 2D: (APN: 177-010-14 REMAINDER)
LOTS 215 AND 216 OF ORLEAVO HEIGHTS, UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF SAN DIEGO COUNTY AUGUST 7, 1928.

EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PORTION OF SAID LAND GRANTED TO THE COUNTY OF SAN DIEGO BY INSTRUMENT RECORDED JULY 20, 1961 AS FILE NO. 124764 OF OFFICIAL RECORDS.

PARCEL 3: (APN: 177-010-10)
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THAT PORTION OF LOT 1 OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF AND THAT PORTION OF LOT 211 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, DESCRIBED AS A WHOLE AS FOLLOWS:

COMMENCING AT THE MOST WESTERLY CORNER OF SAID LOT 211; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT, SOUTH 51°00’ EAST, 449.57 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHWESTERLY LOT LINE, NORTH 39°00’ EAST, 291.47 FEET TO THE BEGINNING OF A TANGENT 270 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20”, A DISTANCE OF 182.55 FEET; THENCE TANGENT TO SAID CURVE, NORTH 0°15’40” EAST, 376.66 FEET; THENCE NORTH 36°40’40” EAST, 101.06 FEET TO POINT “X” OF THIS DESCRIPTION; THENCE NORTH 0°15’40” EAST, 340.41 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE, CONCAVE

SOUTHEASTERLY, THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°05’27”, A DISTANCE OF 39.31 FEET; THEN CE TANGENT TO SAID CURVE, SOUTH 89°38’53” EAST, 803.85 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°03’13”, A DISTANCE OF 39.29 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0°24’40” WEST, 722.75 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY, BEING POINT “A” OF THIS DESCRIPTION; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°56’47”, A DISTANCE OF 39.25 FEET; THENCE TANGE NT TO SAID CURVE, NORTH 89°38’53” WEST, 826.91 FEET TO A LINE WHICH BEARS SOUTH 0°15’40” WEST FROM SAID POINT “X”; THENCE SOUTH 0°15’40” WEST, 50.68 FEET TO THE BEGINNING OF A TANGENT 330 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20”, A DISTANCE OF 223.12 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 39°00’ WEST, 291.47 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 211; THENCE ALONG SAID SOUTHWESTERLY LOT LINE, NORTH 51°00’ WEST, 60.00 FEET TO THE TRU E POINT OF BEGINNING.

EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

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THENCE SOUTH 84°09’32” WEST 50.00 FEET; THENCE SOUTH 30°40’58” WEST 22.00 FEET; THENCE SOUTH 00°41’42” EAST 98.97 FEET; THENCE SOUTH 47°39’19” EAST, 158.90 FEET; THENCE SOUTH 35°31’39” WEST, 227.34 FEET; THENCE SOUTH 24°30’24” WEST, 147.94 FEET; THENCE SOU TH 03°48’22” EAST, 200.69 FEET; THENCE SOUTH 66°21’32” EAST,

39.00 FEET; THENCE SOUTH 36°56’11” EAST, 11.40 FEET; THENCE SOUTH 70°55’24” EAST 574.01 FEET; THENCE NORTH 74°10’47” EAST, 144.50 FEET, THENCE NORTH 03°39’13” WEST, 254.22 FEET; THENCE NORTH 86°05’32” EAST, 210.28 FEET, THENCE NORTH 00°34’29” EAST 328.77 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 4: (APN: 177-010-13 & -18; 177-183-30 PTN)
LOTS 210 AND 211 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928.

ALSO TOGETHER WITH THAT PORTION OF LOT 209 OF ORLEAVO HEIGHTS UNIT NO. 4,

IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, LYING WESTERLY OF A LINE PARALLEL WITH AND DISTANT 150 FEET AT RIGHT ANGLES WESTERLY FROM THE EASTERLY LINE OF SAID LOT 209.

ALSO TOGETHER WITH THAT PORTION OF LOT 3 IN FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE

COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 3 AS SHOWN ON LICENSED SURVEYOR’S MAP NO. 486 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE NORTH LINE OF SAID LOT 3, SOUTH 89°38’49” EAST 454.66 FEET, THENCE LEAVING SAID NORTH LINE SOUTH 23° WEST 109.52 FEET TO A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, BEING ALSO

THE NORTHEASTERLY BOUNDARY LINE OF RANCHO BUENA VISTA, WHICH IS IDENTICAL WITH THE NORTHEASTERLY LINE OF LOTS 209, 210 AND 211 ORLEAVO HEIGHTS, AS SHOWN ON MAP NO. 2125, SHEET 5 – ON FILE IN THE OFFICE OF THE RECORDER OF SAID COUNTY; THENCE ALONG SAID NORTHEASTERLY LINE OF SAID RANCHO BUENA VISTA, NORTH 76°08’40” WEST, 425.01 FEET TO THE TRUE POINT OF BEGINNING.

ALSO TOGETHER WITH FRACTIONAL LOT 1 – THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SAID FRACTIONAL SECTION 20, AS SOWN ON 04/08/2025
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LICENSED SURVEY MAP NO. 486, ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE NORTH AND SOUTH CENTER LINE OF THE SAID FRACTIONAL SECTION 20 AS SHOWN ON LICENSED SURVEY MAP NO. 371 ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, NORTH 0°23’10” EAST 454.66 FEET; THENCE LEAVING SAID NORTH AND SOUTH CENTER LINE SOUTH 23° WEST 492.65 FEET TO A POINT IN THE NORTH LINE OF LOT 3 OF SAID FRACTIONAL SECTION 20, BEING ALSO THE SOUTH LINE OF THE SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER; THENCE ALONG THE SAID LINE, SOUTH 89°38’49” EAST 189.43 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST WESTERLY CORNER OF LOT 211 OF ORLEAVO HEIGHTS UNIT NO. 4, ACCORDING TO MAP THEREOF NO. 2125; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT, SOUTH 51°00’ EAST 449.57 FEET; THENCE LEAVING SAID SOUTHWESTERLY LOT LINE, NORTH 39°00’ EAS T 291.47 FEET TO THE BEGINNING OF A TANGENT 270 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20” A DISTANCE OF 182.55 FEET; THENCE TANGENT TO SAID CURVE, NORTH 0°15’40” EAST 376.66 FEET; THENCE NORTH 36°40’40” EAST 101.06 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°15’40” EAST 340.41 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°05’27” A DISTANCE OF 39.31 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 89°38’53” EAST 803.85 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°03’13” A DISTANCE OF 39.29 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0°24’40’ WEST 722.75 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°56’47” A DISTANCE OF 39.25 FEET; THENCE TANGENT TO SAID CURVE, NORTH 89°38’53” WEST 826.91 FEET TO A LINE WHICH BEARS SOUTH 0°15’40” WEST FROM THE TRUE POINT OF BEGINNING; THENCE 0°15’40’ EAST 407.30 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST WESTERLY CORNER OF SAID LOT 211; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT, SOUTH 51°00’ EAST449.57 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHWESTERLY LOT LINE, NORTH 39°00’ EAST 291.47 FEET TO THE BEGINNING OF A TANGENT 270 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20” A DISTANCE OF 182.55 FEET; THENCE TANGENT TO SAID CURVE, NORTH 0°15’40” EAST 376.66 FEET; THENCE NORTH 36°40’40” EAST 101.06 FEET; THENCE SOUTH 0°15’40” WEST 457.98 FEET TO THE BEGINNING OF A TANGENT 330 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20” A DISTANCE OF 223.12 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 39°00’ WE ST 291.47 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 211; THENCE ALONG SAID SOUTHWESTERLY LOT LINE, NORTH 51°00’ WEST 60 FEET TO THE TRUE POINT OF BEGINNING. 04/08/2025
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ALSO EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 82°24’07”, AN ARC DISTANCE OF 186.96 FEET; THENCE SOUTH 71°56’02” WEST, 64.54 FEET; THENCE SOUTH 81°24’23” WEST, 58.69 FEET; THENCE NORTH 05°48’36” WEST, 108.46 FEET; THENCE NORTH 89°29’36” WEST, 313.75 FEET; THENCE SOUTH 84°09’32” WEST 50.00 FEET; THENCE SOUTH 30°40’58” WEST 22.00 FEET; THENCE SOUTH 00°41’42” EAST 98.97 FEET; THENCE SOUTH 47°39’19” EAST, 158.90 FEET; THENCE SOUTH 35°31’39” WEST, 227.34 FEET; THENCE SOUTH 24°30’24” WEST, 147.94 FEET; THENCE SOUTH 03°48’22” EAST, 200.69 FEET; THENCE SOUTH 66°21’32” EAST,

PARCEL 5A: (APN: 177-183-30 REMAINDER)
PARCELS A AND B OF PARCEL MAP NO. 8798, IN THE CITY OF VISTA, COUNTY OF SAN

DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 11, 1979.

PARCEL 5B:

AN EASEMENT AND RIGHT OF WAY FOR INGRESS AND EGRESS AND ROAD PURPOSES OVER THE WESTERLY 20 FEET OF PARCEL “D” AND THAT PORTION OF THE NORTHERLY 10 FEET OF PARCEL “D”, LYING ADJACENT TO THAT PORTION OF THE NORTHERLY LINE OF SAID PARCEL “D” HAVING A BEARING AND DISTANCE OF NORTH 77°23’40” WEST, 231.78 FEET OF PARCEL MAP NO. 1884, IN THE CITY OF VISTA, COUNTY

OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 30, 1973.

THE SOUTHERLY LINE OF SAID NORTHERLY 10 FEET OF PARCEL “D” TO BE EXTENDED EASTERLY TO INTEREST THE SOUTHWESTERLY LINE OF PARCEL “C” OF SAID PARCEL MAP NO. 1884.

PARCEL 6A: (APN: 177-183-30 REMAINDER)
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PARCEL A AND B, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SHOWN ON PARCEL 9562 OF PARCEL MAPS, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JANUARY 10, 1980.

PARCEL 6B:

AN EASEMENT FOR ROAD PURPOSES AND FOR SEWER, WATER, GAS, POWER AND

TELEPHONE LINES AND APPURTENANCES THERETO, TO BE USED IN COMMON WITH OTHERS OVER, UNDER, ALONG AND ACROSS A STRIP OF LAND 20.00 FEET IN WIDTH LYING WITHIN LOT 208 OF ORLEAVO HEIGHTS, UNIT NO. 4, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, THE CENTER LINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE NORTHERLY LINE OF LOT 209 OF SAID MAP NO. 2125, WITH A LINE WHICH IS PARALLEL WITH AND 150.00 FEET

NORTHWESTERLY MEASURED AT RIGHT ANGLES TO THE SOUTHEASTERLY LINE OF SAID LOT 209; THENCE ALONG SAID PARALLEL LINE SOUTH 23°00’00” WEST, 188.30 FEET TO THE MOST WESTERLY CORNER OF LAND DESCRIBED IN PARCEL 1 IN DEED TO STACY W. MCCAUL, ET UX, RECORDED AUGUST 21, 1964 AS INSTRUMENT NO. 151869; THENCE ALONG THE SOUTHERLY LINE OF SAID MCCAULE’S LAND, SOUTH 75°09’00” EAST 151.53 FEET TO THE NORTHWESTERLY LINE OF SAID LOT 208; THENCE CONTINUING ALONG SAID SOUTHERLY LINE SOUTH 75°09’00” EAST 69.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 23°40’20” WEST 520.32 FEET; THENCE SOUTH 30°51’20” WEST 92.46 FEET; THENCE SOUTH 22°56’23” WEST 46.11 FEET TO A POINT ON THE NORTHEASTERLY LINE OF COUNTY ROAD SURVEY NO. 1518 TO A POINT ON THE NORTHEASTERLY LINE OF COUNTY ROAD SURVEY NO. 1518 (VALE TERRACE

DRIVE) ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY SURVEY OF SAN DIEGO COUNTY, AUGUST 7, 1928, SAID EASEMENT TO BEGIN IN THE SOUTHERLY LINE OF SAID MCCAUL’S LAND AND TO TERMINATE THE NORTHEASTERLY LINE OF SAID COUNTY ROAD SURVEY NO. 1518.

PARCEL 7: (APN: 177-183-30 PTN)
THOSE PORTIONS OF LOTS 208 AND 209 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE CITY

OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 209; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 209, NORTH 51°00’00” WEST, 156.05 FEET TO THE MOST WESTERLY CORNER OF THE SOUTHEASTERLY 150.00 FEET OF SAID LOT 209; THENCE ALONG THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 150.00 FEET OF SAID LOT 209, NORTH 23°00’00” EAST 595.09 FEET TO THE MOST NORTHERLY CORNER OF LAND DESCRIBED IN PARCEL 1 IN DEED TO HAROLD F. SCHIERHOLT, ET UX, RECORDED OCTOBER 17, 1969 AS INSTRUMENT NO. 190906; THENCE ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 1 OF SCHIERHOLT’S LAND SOUTH 75°09’00” 04/08/2025
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EAST, 190.82 FEET TO THE MOST NORTHERLY CORNER OF THE SOUTHEASTERLY 10.00 FEET OF SAID PARCEL 1 OF SCHIERHOLT’S LAND; THENCE ALONG THE NORTHWESTERLY BOUNDARY OF THE SOUTHEASTERLY 10.00 FEET OF SAID SCHIERHOLT’S LAND AS FOLLOWS: SOUTH 23°40’10” WEST, 518.06 FEET TO AN ANGLE POINT THEREIN; SOUTH 30°51’20” WEST 97.61 FEET TO AN ANGLE POINT THEREIN; AND SOUTH 22°56’25” WEST 56.03 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 208; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 51°00’00” WEST, 20.32 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF 60.00 FEET WIDE COUNTY ROAD SURVEY NO. 1518 (KNOWN

AS VALE TERRACE DRIVE) AS DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED SEPTEMBER 25, 1959 IN BOOK 7902, PAGE 125, OF OFFICIAL RECORDS.

NOTE: SAID LAND IS ALSO KNOWN AS PARCELS 11, 12, 13, 14, 15, 49, 50, 51, 52, 53, 55 AND 56 OF MISCELLANEOUS MAP NO. 563, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1976 AS INSTRUMENT NO. 142084, OF OFFICIAL RECORDS.

FIRE STATION NO. 1
PARCEL 8: (APN:164-122-20)
THAT PORTION OF LOT 14 OF RICHARDSON’S ADDITION TO VISTA, IN THE CITY OF

VISTA, COUNTY OF SAN DIEGO, STATE OP CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1501, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, DECEMBER 4, 1912, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY PROLONGATION OF THE NORTHWESTERLY BOUNDARY OF SAID LOT 14 WITH THE CENTER LINE OF MELROSE DRIVE (FORMERLY LOS ANGELES DRIVE), AS SHOWN ON SAID MAP NO. 1501 AND RECORD OF SURVEY MAP NO. 1953, RECORDS OF SAID SAN DIEGO COUNTY; THENCE SOUTH 36°35’25” EAST (RECORD - SOUTH 36°38’00” EAST) ALONG SAID CENTER LINE OF SAID MELROSE DRIVE (FORMERLY LOS ANGELES DRIVE), 175.55 FEET; THENCE NORTH 68°34’00” EAST, 290.50 FEET; THENCE NORTH 21°15’20” WEST, 242.60 FEET, MORE OR LESS, TO A POINT IN THE SAID NORTHWESTERLY BOUNDARY OF SAID LOT 14, DISTANT THEREON NORTH 56°19’2511 EAST (RECORD - NORTH 56°20’00” EAST), 345.00 FEET FROM THE POINT OF BEGINNING; THENCE SOUTH 56°19’25” WEST (RECORD - SOUTH 56°20’00” WEST) ALONG SAID NORTHWESTERLY BOUNDARY 345.00 FEET TO THE POINT OF BEGINNING.

CITY HALL COMPLEX
PARCEL 10:(APN:176-101-10)
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PARCEL “C” OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980.

TOGETHER WITH THAT PORTION OF SAID PARCEL MAP NO. 97 86, AS DELINEATED AND DESIGNATED “AREA TO BE RESERVED FOR ROAD PURPOSES” LYING SOUTHEASTERLY OF AND IMMEDIATELY ADJOINING PARCEL “C” OF SAID PARCEL MAP NO. 9786.

PARCEL 11: (APN: 176-101-13)
PARCEL B OF PARCEL MAP NO. 15239, IN THE COUNTY OF SAN DIEGO, STATS OF

CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988.

PARCEL 12: (APN: 176-101-12)
PARCEL A OF PARCEL MAP NO. 15239, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988 AS FILE NO. 88-234492.

PARCEL 13: (APN: 176-101-08)
PARCEL A OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980 AS INSTRUMENT NO. 80-085476 OF OFFICIAL RECORDS.

EXCEPTING THEREFROM THAT PORTION THAT PORTION SAID LAND GRANTED TO THE CITY OF VISTA FOR ROAD PURPOSES BY A RESOLUTION RECORDED JUNE 2, 1985 AS INSTRUMENT NO. 85-238014, OF OFFICIAL RECORDS.
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4925-3835-9299v5/200168-0004

LEASE AGREEMENT
by and between

CITY OF VISTA
and

VISTA JOINT POWERS FINANCING AUTHORITY
Dated as of _______ 1, 2025
Relating to
$________

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A
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EXHIBIT 4

TABLE OF CONTENTS

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ARTICLE I DEFINITIONS
Section 1.01 Definitions .............................................................................................................. 2 ARTICLE II LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property .................................................................................................... 4 Section 2.02 Term; Occupancy .................................................................................................... 4

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

ARTICLE IV MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Modification of the Property .................................................................................. 7 Section 4.02 Maintenance and Utilities ....................................................................................... 7 Section 4.03 Installation of City’s Equipment ............................................................................. 8

ARTICLE V INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ......................................................................................... 8 Section 5.02 Title Insurance ........................................................................................................ 9 Section 5.03 Additional Insurance Provision; Form of Policies .................................................. 9 Section 5.04 Self-Insurance ....................................................................................................... 10

ARTICLE VI DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies ......................................................................................... 10 Section 6.02 Waiver................................................................................................................... 13 ARTICLE VII EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain ................................................................................................... 13 Section 7.02 Prepayment ........................................................................................................... 13

ARTICLE VIII COVENANTS
Section 8.01 Right of Entry ....................................................................................................... 14 S
ection 8.02 Liens ..................................................................................................................... 14 Section 8.03 Quiet Enjoyment ................................................................................................... 15 Section 8.04 Authority Not Liable ............................................................................................. 15 Section 8.05 Assignment and Subleasing .................................................................................. 15 Section 8.06 Title to Property .................................................................................................... 16 Section 8.07 Authority’s Purpose .............................................................................................. 16 Section 8.08 Representations of the City ................................................................................... 16 Section 8.09 Representation of the Authority ............................................................................ 16 04/08/2025
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ARTICLE IX NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages .................................................................................. 17 Section 9.02 Use of the Property ............................................................................................... 17 Section 9.03 Substitution or Release of the Property ................................................................ 17

ARTICLE X MISCELLANEOUS
Section 10.01 Law Governing ..................................................................................................... 18 Section 10.02 Notices .................................................................................................................. 18 Section 10.03 Validity and Severability ...................................................................................... 18 Section 10.04 Net-Net-Net Lease ................................................................................................ 18 Section 10.05 Taxes ..................................................................................................................... 19 Section 10.06 Section Headings .................................................................................................. 19 Section 10.07 Amendments ......................................................................................................... 19 Section 10.08 Assignment ........................................................................................................... 20 Section 10.09 Execution .............................................................................................................. 20 Section 10.10 [Insurer as Third Party Beneficiary] ..................................................................... 20

SIGNATURES ................................................................................................................................... S-1

EXHIBIT A DESCRIPTION OF THE PROPERTY .................................................................... A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE ............................................................. B-1 EXHIBIT C FORM OF CERTIFICATE REGARDING INSURANCE ...................................... C-1

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LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of _________ 1, 2025, is by and between the CITY OF VISTA (the “City”), a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the VISTA JOINT POWERS FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.

RECITALS
WHEREAS, the City and the Authority desire to refinance the Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”) and the City’s lease obligations in connection therewith, the proceeds of which were used to finance and refinance a portion of the costs of the acquisition, construction and installation of certain public capital improvements located within the City and described in the proceedings for the 2015 Bonds (the “2015 Project”); WHEREAS, in order to finance and refinance the 2015 Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to this Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the 2015 Project through the issuance by the Authority of bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under this Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Additional Bonds” means bonds other than the Series 2025A Bonds issued under the Indenture in accordance with the provisions thereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Authority” means the Vista Joint Powers Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date ” means the 25th day of the month next preceding each Interest Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule ” means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B. “Bonds” means the Series 2025A Bonds, issued under the Indenture, and any Additional Bonds.
“City” means the City of Vista, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Delivery Date” means ________, 2025.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof.
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of November 13, 1989, by and between the City and the Community Development Commission of the City of Vista, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
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“Lease Agreement” means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. “Net Insurance Proceeds” means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof. “Permitted Encumbrances” means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment Agreement, (c) this Lease Agreement, (d) the Ground Lease, (e) any right or claim of any mec hanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect t o properties similar to the Property for the purposes for which it was acquired or is held by the City, (f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions or encumbrances which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Delivery Date which the City cer tifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Insurer,] the Authority and the City consent in writing, and (h) that certain Lease , dated August 31, 2017, as amended by a first amendment, dated February 15, 2018, and a second amendment , dated April 28, 2020, by and between the City and Roncone Orthodontics International, a California corporation (the “Existing Commercial Lease”).
“Property” means the real property described in Exhibit A hereto and the improvements located thereon as such real property description may be amended or modified (including the addition, release or substitution of property as part of the Property), in accordance with Section 9.03 of this Lease Agreement.
“Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the twelve-month period commencing on May 1 of each year during the term of the Lease Agreement.
“Series 2025A Bonds” means the Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A,
issued under the Indenture.
“Termination Date” means May 1, [2037], unless extended or sooner terminated as provided in Section 2.02 hereof.
“Trustee” means the trustee appointed under the Indenture and referred to therein as the Trustee.
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ARTICLE II

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

The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on the Termination Date, unless such term is extended or sooner terminated as hereinafter provided. If on the Termination Date the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable or shall have been abated at any time and for any reason, or amounts shall be due and owing hereunder or under the Indenture to the Insurer, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full or (iii) all amounts due and owing to the Insurer hereunder or under the Indenture shall be fully paid.

Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended more than ten years beyond such Termination Date, such extended date being the “Maximum Lease Term.” If prior to the Termination Date, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, and the term of this Lease Agreement shall end simultaneously therewith.

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid. 04/08/2025
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The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments; provided, however, that the Rental Payments payable in any Rental Period shall not exceed the annual fair rental value of the Property.

Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein; (b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees;
(c) insurance premiums for all insurance required pursuant to Article V hereof; (d) any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; (e) [all amounts due to the Insurer that are not payable from the Base Rental Payments]; and
(f) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.

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

Section 3.03 Fair Rental Value . The parties hereto have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom which will accrue to the 04/08/2025
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City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period.

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

Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its biennial budgets and to make necessary annual appropriations for all such Rental Payments. The City will deliver to the Authority and the Trustee a Certificate of the City stating that its final biennial budget includes all Base Rental Payments due in such fiscal year within ten days after the filing or adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.06 Rental Abatement. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond the Maximum Lease Term described in said Section.
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Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts.

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Modification of the Property.
(a) Subject to Section 8.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make additions, modifications, and improvements to any portion of the Property if such improvements are necessary or beneficial for the use of such portion of the Property. All such additions, modifications and improvements shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement. Such additions, modifications and improvements shall not in any way cause an abatement of Rental Payments with respect to the Property or cause it to be used for purposes other than those authorized under the provisions of State and federal law or in any way which would impair the State tax-exempt status or the exclusion from gross income for federal income tax purposes of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds); and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall have an annual fair rental value which is not less than the annual Rental Payments. (b) Subject to Section 8.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make replacements, redevelopment or renovation of all or a portion of the Property if the following conditions precedent are satisfied:
(i) The City receives an opinion of Bond Counsel, a copy of which the City shall furnish to the Authority and the Trustee, that (1) such replacement does not adversely affect the federal income tax exclusion or the State tax -exempt status of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds), and (2) this Lease will remain the legal, valid, binding and enforceable obligation of the City; (ii) In the event such replacement, redevelopment or renovation would result in the temporary abatement of Rental Payments as provided in Section 3.06 hereof the City shall have notified any rating agency then providing a rating on the Bonds and shall deposit moneys with the Trustee in advance for payment of Rental Payments from the proceeds of Additional Bonds or from special funds of the City or other moneys, the application of which would not, in the opinion of Bond Counsel (a copy of which shall have been delivered to the Trustee), result in such Rental Payments constituting indebtedness of the City in contravention of the Constitution and laws of the State; and (iii) The City shall certify to the Trustee that it has sufficient funds to complete such replacement, redevelopment or renovation.

Section 4.02 Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the 04/08/2025
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payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agre es to provide only the Property.

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

ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City provided such self-insurance complies with the provisions of Section 5.04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid.
(b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with 04/08/2025
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the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations under this subsection may be satisfied by self- insurance, provided such self- insurance complies with the provisions of Section 5.04 hereof. (c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improvements or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this subsection may be satisfied by self-insurance, provided such self- insurance complies with the provisions of Section 5.04 hereof.
(d) The City shall maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (c) of this Section in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period.

The City’s obligati ons under this subsection may be satisfied by self-insurance, provided such self- insurance complies with the provisions of Section 5.04 hereof. (e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant person (who may be an employee of the City), to be adequate for the purposes hereof.

Section 5.02 Title Insurance . The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Series 2025A Bonds and the initial aggregate principal amount of any Additional Bonds issued after the Closing Date. Such policy or policies shall insure (a) the fee interest of the City in the Property, (b) the Authority’s ground leasehold estate in the Property under the Ground Lease, and (c ) the City’s leasehold estate hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be deposited with the Trustee and applied as provided in Section 5.04 of the Indenture.

Section 5.03 Additional Insurance Provision; Form of Policies . The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof, and shall promptly furnish or cause to be furnished evidence of such payments to the Trustee. All such policies shall provide that the Trustee shall be given 30 days’ notice of the expiration thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee.

The City shall cause to be delivered to the Trustee on or before August 15 each year, commencing August 15, 20__, a Certificate of the City, which may be in the form set forth in Exhibit C attached hereto, stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Certificate of the City as to the City’s compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies. 04/08/2025
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Section 5.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self- insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self -insurance program shall be approved in writing by the City’s Risk Manager, a professionally certified risk manager, or an independent insurance consultant; (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self-insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by the City’s Risk Management Department, a professionally certified risk manager or an independent insurance consultant and any deficiencies in any self-insured claims reserve fund shall be remedied in accordance with the recommendation of the City’s Risk Management Department, a professionally certified risk manager or an independent insurance consultant, as applicable; and
(c) in the event that the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.
(a) (i) If the City shall fail (A) to pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(A) or (ii) of the preceding sentence, unless the City shall have failed, for a period of 30 days or such additional time as is reasonably required to correct any such default after notice by the Authority to the Insurer and the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement.

Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re -entry or re -letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any 04/08/2025
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costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re -entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice.
(2) Without terminating this Lease Agreement, (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned th e Property, or (y) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re -let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re-let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re -enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to re-let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re -entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re -letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re-letting immediately upon notice to the City of the completion and installation of such additions or alterations. 04/08/2025
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The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property. (b) If (i) the City’s interest in this Lease Agreement or any part thereof is assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance o r request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors, or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder. (c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authority and its assignee by the Lease Agreement or by law. The provisions of the Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) A
ccounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By m andamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.

Each and all of the remedies given to the Authority hereunder or by any law now or he
reafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re -let” or “re-letting” as used in this Section shall include, but not be limited to, re -letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.
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In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.

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

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

ARTICLE VII

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

Section 7.02 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2025A Bonds which are payable after May 1, 20__ from any source of available funds, on any date on or after May 1, 20__, by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. 04/08/2025
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(b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2025A Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section. (c) If less than all of the Base Rental Payments attributable to the Series 2025A Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated by the City and transmitted to the Trustee
in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base R ental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments. (d) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this Section and, if applicable, such corresponding provisions, and payment of all other amounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated. (e) Prepayments of Base Rental Payments attributable to the Series 2025A Bonds made pursuant to this Section shall be applied to the redemption of the Series 2025A Bonds as directed by the City and as provided in Section 4.01(b) of the Indenture. (f) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made (conditionally or otherwise), which date shall be not less than 30 nor more than 60 days from the date such notice is given to the Authority.
(g) Net Insurance Proceeds shall be used in accordance with Section 5.03 or Section 5.04 of the Indenture, as applicable.

ARTICLE VIII

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

Section 8.02 Liens. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums 04/08/2025
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of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics’, materialmen’s or other lien against the Property or the Authority’s interest therein, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith.

If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 8.03 Quiet Enjoyment. The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.

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

To the extent this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by 04/08/2025
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voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) [except for the portion of the Property currently subject to the Existing Commercial Lease, which may be subleased from time to time to commercial users,] no such sublease by the City shall cause the Property to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California; (d) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under the Lease Agreement, including, the right to re-enter and re-let the Property or terminate the Lease Agreement upon a default by the City; and (e) the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Series 2025A Bonds or any Additional Bonds issued on a federally tax- exempt basis to be included in gross income for federal income tax purposes.
[Notwithstanding any other provision of this Lease Agreement, no sublease, release, sale, disposition or substitution of the Property shall occur without the prior written consent of the Insurer.] Section 8.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Section 6.01 and Section 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City.

Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

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

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

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

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

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

Section 9.03 Substitution or Release of the Property. The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the City. Notwithstanding any substitution or release of Property pursuant to this subsection, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution or release. Any such substitution or release of any portion of the Property shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution or release:
(a) the City shall have found (as set forth in a Certificate delivered by the City to the Trustee) that the Property, as constituted after such substitution or release, (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds; (b) with respect to any substituted or added property, the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering portions of the Property other than such substituted or added property, will be in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in Section 5.02 hereof; and (c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the San Diego County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted real property in the description of the Property contained herein and in the Ground Lease. 04/08/2025
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ARTICLE X

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

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

Section 10.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Vista
200 Civic Center Drive
Vista, CA 92084
Attention: City Manager
If to the Authority: Vista Joint Powers Financing Authority 200 Civic Center Drive
Vista, CA 92084
Attention: Executive Director
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

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

Section 10.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority. 04/08/2025
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Section 10.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.

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

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

Section 10.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Insurer, the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Insurer and the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture, provided that no such amendment shall (i) ex tend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Insurer and the Owner of each Bond so affected, or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease.
(b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or thereto which shall become binding upon execution by the Authority and the City, without the written consents of the Insurer or any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners; (ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to 04/08/2025
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questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners;
(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Section 9.03 hereof;
(v) to provide for the issuance of Additional Bonds in accordance with Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel.

Section 10.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement.

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

Section 10.10 [Insurer as Third Party Beneficiary. The Insurer is recognized as and shall be deemed to be a third party beneficiary of this Lease Agreement and may enforce the provisions of this Lease Agreement as if it were a party hereto.]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF VISTA
By:

City Manager
ATTEST:

City Clerk

VISTA JOINT POWERS FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the City of Vista, a municipal corporation and a chartered city duly organized under the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Vista, pursuant to authority conferred by resolution of the said City Council adopted on [April 8], 2025 and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _________, 2025 CITY OF VISTA
By:

City Manager

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN DIEGO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BRENGLE TERRACE PARK

PARCEL 1: (APN: 177-010-06 & - 17)

ACCORDING TO MAP PARTITION OF THE RANCHO BUENA VISTA AND CERTAIN OTHER

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THE BOUNDARY OF SAID LAND NORTH 29°05’00” WEST, 49.02 FEET TO THE NORTHWESTERLY BOUNDARY OF THAT PARCEL OF LAND DESCRIBED IN PARCEL 3 IN DEED TO WALTER J. PAUL, ET UX, RECORDED APRIL 1, 1944 AS INSTRUMENT NO. 23397 IN BOOK 1654, PAGE 335 OF OFFICIAL RECORD S; THENCE ALONG THE BOUNDARY OF SAID PAUL’S LAND, NORTH 61°39’00” EAST 96.93 FEET, MORE OR LESS, TO AN ANGLE POINT; NORTH 25°17’00” EAST 195.30 FEET; NORTH 50°36’00” EAST 458.94 FEET; AND NORTH 26°53’00” WEST, 100.28 FEET TO THE NORTH LINE OF SAID SECTION 20; THENCE THEREON SOUTH 89°38’22” EAST, 423.54 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF THE RIGHT OF WAY VALE TERRACE.

PARCEL 2A: (APN: 177-010-14 PORTION)

THAT PORTION OF TRACT “W” OF THE RANCHO BUENA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SAME IS SHOWN ON MAP OF “PARTITION OF RANCHO BUENA VISTA AND CERTAIN OTHER LANDS ADJACENT THERETO” ACCOMPANYING THE REPORT OF THE REFEREES IN THE ACTION OF “YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL,” CASE NO. 13315 IN THE SUPERIOR COURT OF THE

STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, LYING WITHIN THE BOUNDARIES OF THE FOLLOWING DESCRIBED PROPERTY:

PARCEL 2B: (APN: 177-010-09)

THAT PORTION OF LOT 2, OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

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SOUTHWESTERLY CORNER OF SAID LOT 2 OF SAID FRACTIONAL SECTION 20; THENCE

PAUL, ET UX, RECORDED APRIL 1, 1944, AS DOCUMENT NO. 23397, IN BOOK 1654, PAGE 335 OF OFFICIAL RECORDS; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 61°39’ WEST 491.96 FEET TO THE POINT OF BEGINNING.

PARCEL 2C: (APN: 177-010-14 PORTION)

STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, AND THAT PORTION OF LOT 2 OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER AUGUST 7, 1928; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT, SOUTH 85°00’ EAST 205.87 FEET; THENCE NORTH 14°01’ WEST 117.43 FEET; TO THE TRUE POINT OF BEGINNING; THENCE NORTH 64°56’30” WEST 178 FEET; THENCE NORTH 81°35’ WEST 152.65 FEET; THENCE NORTH 40°54’30” EAST 52.11 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT “W”, DISTANT ALONG SAID BOUNDARY SOUTH 76°08’44” EAST 247.35 FEET FROM THE NORTHWESTERLY CORNER OF SAID TRACT “W”; THENCE NORTH 40°54’30” EAST 330.80 FEET; THENCE SOUTH 9°01’40” EAST 391.98 FEET TRUE POINT OF BEGINNING.

PARCEL 2D: (APN: 177-010-14 REMAINDER)

LOTS 215 AND 216 OF ORLEAVO HEIGHTS, UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF SAN DIEGO COUNTY AUGUST 7, 1928.

EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PORTION OF SAID LAND GRANTED TO THE COUNTY OF SAN DIEGO BY INSTRUMENT RECORDED JULY 20, 1961 AS FILE NO. 124764 OF OFFICIAL RECORDS.

PARCEL 3: (APN: 177-010-10)

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THAT PORTION OF LOT 1 OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF

EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

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THENCE SOUTH 84°09’32” WEST 50.00 FEET; THENCE SOUTH 30°40’58” WEST 22.00 FEET; THENCE SOUTH 00°41’42” EAST 98.97 FEET; THENCE SOUTH 47°39’19” EAST, 158.90 FEET; THENCE SOUTH 35°31’39” WEST, 227.34 FEET; THENCE SOUTH 24°30’24” WEST, 147.94 FEET; THENCE SOU TH 03°48’22” EAST, 200.69 FEET; THENCE SOUTH 66°21’32” EAST,

PARCEL 4: (APN: 177-010-13 & -18; 177-183-30 PTN)

LOTS 210 AND 211 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928.

ALSO TOGETHER WITH THAT PORTION OF LOT 209 OF ORLEAVO HEIGHTS UNIT NO. 4,

ALSO TOGETHER WITH THAT PORTION OF LOT 3 IN FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE

COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

ALSO TOGETHER WITH FRACTIONAL LOT 1 – THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SAID FRACTIONAL SECTION 20, AS SOWN ON 04/08/2025
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LICENSED SURVEY MAP NO. 486, ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE NORTH AND SOUTH CENTER LINE OF THE SAID FRACTIONAL SECTION 20 AS SHOWN ON LICENSED SURVEY MAP NO. 371 ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, NORTH 0°23’10” EAST 454.66 FEET; THENCE LEAVING SAID NORTH AND SOUTH CENTER LINE SOUTH 23° WEST 492.65 FEET TO A POINT IN THE NORTH LINE OF LOT 3 OF SAID FRACTIONAL SECTION 20, BEING ALSO THE SOUTH LINE OF THE SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER; THENCE ALONG THE SAID LINE, SOUTH 89°38’49” EAST 189.43 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

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ALSO EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

PARCEL 5A: (APN: 177-183-30 REMAINDER)

PARCELS A AND B OF PARCEL MAP NO. 8798, IN THE CITY OF VISTA, COUNTY OF SAN

DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 11, 1979.

PARCEL 5B:

OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 30, 1973.

THE SOUTHERLY LINE OF SAID NORTHERLY 10 FEET OF PARCEL “D” TO BE EXTENDED EASTERLY TO INTEREST THE SOUTHWESTERLY LINE OF PARCEL “C” OF SAID PARCEL MAP NO. 1884.

PARCEL 6A: (APN: 177-183-30 REMAINDER)

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PARCEL 6B:

AN EASEMENT FOR ROAD PURPOSES AND FOR SEWER, WATER, GAS, POWER AND

COMMENCING AT THE INTERSECTION OF THE NORTHERLY LINE OF LOT 209 OF SAID MAP NO. 2125, WITH A LINE WHICH IS PARALLEL WITH AND 150.00 FEET

PARCEL 7: (APN: 177-183-30 PTN)

THOSE PORTIONS OF LOTS 208 AND 209 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE CITY

OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, DESCRIBED AS FOLLOWS:

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EAST, 190.82 FEET TO THE MOST NORTHERLY CORNER OF THE SOUTHEASTERLY 10.00 FEET OF SAID PARCEL 1 OF SCHIERHOLT’S LAND; THENCE ALONG THE NORTHWESTERLY BOUNDARY OF THE SOUTHEASTERLY 10.00 FEET OF SAID SCHIERHOLT’S LAND AS FOLLOWS: SOUTH 23°40’10” WEST, 518.06 FEET TO AN ANGLE POINT THEREIN; SOUTH 30°51’20” WEST 97.61 FEET TO AN ANGLE POINT THEREIN; AND SOUTH 22°56’25” WEST 56.03 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 208; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 51°00’00” WEST, 20.32 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF 60.00 FEET WIDE COUNTY ROAD SURVEY NO. 1518 (KNOWN

AS VALE TERRACE DRIVE) AS DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED SEPTEMBER 25, 1959 IN BOOK 7902, PAGE 125, OF OFFICIAL RECORDS.

FIRE STATION NO. 1

PARCEL 8: (APN: 164-122-20)

THAT PORTION OF LOT 14 OF RICHARDSON’S ADDITION TO VISTA, IN THE CITY OF

VISTA, COUNTY OF SAN DIEGO, STATE OP CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1501, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, DECEMBER 4, 1912, DESCRIBED AS FOLLOWS:

CITY HALL COMPLEX

PARCEL 10: (APN: 176-101-10)

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PARCEL “C” OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980.

PARCEL 11: (APN: 176-101-13)

PARCEL B OF PARCEL MAP NO. 15239, IN THE COUNTY OF SAN DIEGO, STATS OF

CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988.

PARCEL 12: (APN: 176-101-12)

PARCEL A OF PARCEL MAP NO. 15239, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988 AS FILE NO. 88-234492.

PARCEL 13: (APN: 176-101-08)

PARCEL A OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980 AS INSTRUMENT NO. 80-085476 OF OFFICIAL RECORDS.

EXCEPTING THEREFROM THAT PORTION THAT PORTION SAID LAND GRANTED TO THE CITY OF VISTA FOR ROAD PURPOSES BY A RESOLUTION RECORDED JUNE 2, 1985 AS INSTRUMENT NO. 85-238014, OF OFFICIAL RECORDS.

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EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
Date
(Fifth Business Day
Prior to) Principal Component Interest Component Total Base Rental

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EXHIBIT C

FORM OF CERTIFICATE REGARDING INSURANCE
U.S. Bank Trust Company, National Association
Attn: Corporate Trust Department
633 West Fifth Street, 24th Floor, Los Angeles, CA 90071 Attention: Global Corporate Trust
Re: Vista Joint Powers Financing Authority
The undersigned, on behalf of the City of Vista (the “City”), hereby certifies that the insurance policies required under Article V of the Lease Agreement dated as of ________ 1, 2025 (the “Lease Agreement”), by and between the City and the Vista Joint Powers Financing Authority, are in full force and effect and the City is in full compliance with the requirements of Article V of the Lease Agreement.

Date: ________, 20__

CITY OF VISTA
By:

Authorized City Representative
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INDENTURE
by and among

VISTA JOINT POWERS FINANCING AUTHORITY
and

CITY OF VISTA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of _________ 1, 2025
Relating to
$_________

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A
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EXHIBIT 5

TABLE OF CONTENTS

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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ..................................................................................................................... 2 Section 1.02 Equal Security ............................................................................................................. 11

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................... 12 Section 2.02 Terms of Series 2025A Bonds .................................................................................... 12 Section 2.03 Form of Series 2025A Bonds ...................................................................................... 13 Section 2.04 Transfer and Exchange of Bonds ................................................................................ 13 Section 2.05 Registration Books ...................................................................................................... 14 Section 2.06 Execution of Bonds ..................................................................................................... 14 Section 2.07 Authentication of Bonds ............................................................................................. 14 Section 2.08 Temporary Bonds ........................................................................................................ 14 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................... 15 Section 2.10 Book-Entry Bonds ...................................................................................................... 15

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds ................................................................................. 17 Section 3.02 Application of Proceeds of the Series 2025A Bonds .................................................. 17 Section 3.03 [Reserved] ................................................................................................................... 17 Section 3.04 Costs of Issuance Fund ............................................................................................... 17 Section 3.05 Conditions for the Issuance of Additional Bonds ....................................................... 17 Section 3.06 Procedure for the Issuance of Additional Bonds ........................................................ 19 Section 3.07 Additional Bonds ........................................................................................................ 20

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds ........................................................................... 20 Section 4.02 Notice of Redemption ................................................................................................. 21 Section 4.03 Selection of Bonds for Redemption ............................................................................ 21 Section 4.04 P artial Redemption of Bonds ...................................................................................... 22 Section 4.05 Effect of Notice of Redemption .................................................................................. 22

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations ........................................................................................ 22 Section 5.02 Flow of Funds ............................................................................................................. 23 Section 5.03 Application of Net Insurance Proceeds ....................................................................... 23 Section 5.04 Title Insurance ............................................................................................................ 25 Section 5.05 Rebate Fund ................................................................................................................ 25 Section 5.06 Investment of Moneys ................................................................................................. 26 04/08/2025
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ARTICLE VI

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

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ........................................................................................................ 30 Section 7.02 Other Remedies of the Trustee.................................................................................... 31 Section 7.03 Non-Waiver ................................................................................................................. 31 Section 7.04 Remedies Not Exclusive ............................................................................................. 31 Section 7.05 No Liability by the Authority to the Owners .............................................................. 32 Section 7.06 No Liability by the City to the Owners ....................................................................... 32 Section 7.07 No Liability of the Trustee to the Owners .................................................................. 32 Section 7.08 Application of Amounts After Default ....................................................................... 32 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ...................................... 32 Section 7.10 Limitation on Suits ...................................................................................................... 33

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ......................................................................................... 33 Section 8.02 Duties, Removal and Resignation of the Trustee ........................................................ 33 Section 8.03 Com pensation of the Trustee ...................................................................................... 34 Section 8.04 Protection of the Trustee ............................................................................................. 35

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted................................................................. 38 Section 9.02 Effect of Supplemental Indenture ............................................................................... 39 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ................................................... 39 Section 9.04 Amendment of Particular Bonds ................................................................................. 40 Section 9.05 Execution of Supplemental Indentures ....................................................................... 40

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ................................................................................................ 40 Section 10.02 Bonds Deemed To Have Been Paid ............................................................................ 41 04/08/2025
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Section 10.03 Payment of Bonds After Discharge of Indenture ........................................................ 41

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties ..................................................................... 41 Section 11.02 Successor Deemed Included in all References to Predecessor ................................... 41 Section 11.03 Execution of Documents by Owners .......................................................................... 42 Section 11.04 Waiver of Personal Liability ....................................................................................... 42 Section 11.05 Destruction of Bonds .................................................................................................. 42 Section 11.06 Funds and Accounts .................................................................................................... 42 Section 11.07 Article and Section Headings Gender and References ............................................... 42 Section 11.08 Partial Invalidity .......................................................................................................... 43 Section 11.09 Disqualified Bonds ...................................................................................................... 43 Section 11.10 Money Held for Particular Bonds ............................................................................... 43 Section 11.11 Payment on Non-Business Days ................................................................................. 44 Section 11.12 California Law ............................................................................................................ 44 Section 11.13 Notices ........................................................................................................................ 44 Section 11.14 Notice to Rating Agencies .......................................................................................... 45 Section 11.15 Execution in Counterparts ........................................................................................... 45 Section 11.16 Additional Payments ................................................................................................... 45 Section 11.17 [Insurer as Third Party Beneficiary] ........................................................................... 45

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

EXHIBIT A FORM OF SERIES 2025 BOND ............................................................................. A-1

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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of _________ 1, 2025 , is by and among the VISTA JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF VISTA, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) and U.S. Bank Trust Company, National Association, duly organized and existing under and by virtue of the laws of the United States of America, as Trustee (the “Trustee”);
WITNESSETH:

WHEREAS, the City and the Authority desire to prepay the Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”) and the City’s lease obligations in connection therewith, the proceeds of which were used to refinance the costs of the acquisition, construction and installation of certain capital improvements constituting public capital improvements located within the City and more fully described in the proceedings for the 2015 Bonds, which improvements have been completed (the “2015 Project”); WHEREAS, in order to finance the 2015 Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the 2015 Project through the issuance by the Authority of bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof;
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A (the “Series 2025A Bonds”), in the aggregate principal amount of $_______, in order to refinance the 2015 Project;
WHEREAS, the Series 2025A Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Authority and the City desire to provide for the issuance of additional bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2025A Bonds (the Series 2025A Bonds and any such Additional Bonds being collectively referred to as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to 04/08/2025
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secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized; NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any bond, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Additional Bonds” means Bonds other than the Series 2025A Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06 hereof. “Act” means the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee, as amended and supplemented from time to time. “Authority” means the Vista Joint Powers Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. “Authorized Authority Representative ” means the Chair, the Vice Chair , the Executive Director, the Treasurer, or the Secretary, of the Authority, or any other person authorized to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative” means the Mayor, the Deputy Mayor, the City Manager, the Finance Director/City Treasurer, or the City Clerk, of the City, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture. “Authorized Denominations” means $5,000 or any integral multiple thereof. 04/08/2025
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“Base Rental Payment Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Base Rental Payments ” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Beneficial Owner” means, whenever used with respect to a Book-Entry Bond, the person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such Book- Entry Bond by a Participant on the records of such Participant or such person’s subrogee. “Bonds” means the Series 2025A Bonds and any Additional Bonds issued hereunder. “Bond Year” means each twelve (12) month period extending from May 2 in one calendar year to May 1 of the succeeding calendar year, both dates inclusive; provided that the first Bond Year with respect to the Bonds shall commence on the Closing Date and end on May 1, 2026. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Vista, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means _______, 2025.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Costs of Issuance ” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel with the issuance and delivery of the Bonds, the initial fees and expenses of the Trustee and Escrow Agent and its counsel, the initial fees and expenses of any bond insurer or reserve fund credit facility provider, and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
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“Costs of Issuance Fund” means the fund by that name established in accordance with Section 3.04 hereof.
“DTC” means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. “Escrow Agent” means U.S. Bank Trust Company, National Association, as escrow agent pursuant to the Escrow Agreement.
“Escrow Fund” means the fund established and held by the Escrow Agent pursuant to the Escrow Agreement.
“Escrow Agreement” means the escrow agreement dated as of ____ 1, 2025 by and between the Authority and the Escrow Agent relating to the defeasance of the 2015 Bonds. “Federal Securities” means (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), and (b) obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America. “Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services ” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
[“Insured Series 202 5A Bonds” means the Series 2025A Bonds maturing on ___ 1, 20__ through ____ 1, 20__, inclusive, ____ 1, 20__, and ____ 1, 20__.] [“Insurer” means _______, or any successor thereto.]
“Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date ” means May 1 and November 1 of each year, commencing on November 1, 2025.
[“Late Payment Rate” means _____.]
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“Lease Agreement ” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Office of the Trustee ” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in the book- entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California (provided that the Trustee shall be entitled to rely upon any investment directions from the City and Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California):
(1) (a) Direct obligations (other than an obligation subject to—variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by 04/08/2025
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the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government -sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Student Loan Marketing Association (SLMA)
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value and/or whose terms do not promise a fixed dollar amount at maturity or call date)
-Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits, and bankers’ acceptances (having maturities of not more than 180 days) of any bank, including the Trustee and its affiliates, the short-term obligations of which are rated “A-1+” or better by S&P and “P-1” or better by Moody’s. (5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated “A-1+” by S&P and “Prime-1” by Moody’s at the time of purchase. (7) Money market funds rated “AAm” or “AAm -G” or better by S&P and “Aa2” or better by Moody’s, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that: (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered; (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds; and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (8) Repurchase agreements:
(a) With any domestic bank the long term debt of which is rated “AA” or better by S&P and “Aa” by Moody’s (so long as an opinion is rendered that the repurchase agreement is a “repurchase agreement” as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) and that such bank is subject to FIRREA), or any foreign bank rated at least “AA” by S&P and “Aaa” by Moody’s or “AA” by S & P and at least “Aa2” by Moody’s; provided the term of such repurchase agreement is for one year or less. (b) With (i) any broker-dealer with “retail customers” which has, or the parent company of which has, long-term debt rated at least “AA” by S&P and “Aa2” by Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corp. (SIPC); provided that:

A. The market value of the collateral is maintained for United States Treasury Obligations, at the levels shown below under “Collateral Levels for United States Treasury Obligations”;
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C. The Trustee, the City or a third party acting solely as agent therefor (the “Holder of the Collateral”) has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
D. The repurchase agreement states, and an opinion of counsel is rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);
E. The transferor represents that the collateral is free and clear of any third-party liens or claims;
F. An opinion is rendered that the repurchase agreement is a “repurchase agreement” as defined in the United States Bankruptcy Code; G. There is or will be a written agreement governing every repurchase transaction;
H. The City represents that it has no knowledge of any fraud involved in the repurchase transaction; and
I. The City and the Trustee receive an opinion of counsel (which opinion shall be addressed to the City and the Trustee) that such repurchase agreement is legal, valid and binding and enforceable against the provider in accordance with its terms.
(9) State Obligations
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short -term obligations of any state agency or subdivision described in (a) above and rated “A -1+” by S&P and “Prime -1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa2” or better by Moody’s.
(10) Local Agency Investment Fund of the State of California. (11) Investment agreements, including guaranteed investment contracts, repurchase agreements and forward delivery agreements, that are obligations of an entity rated, or whose obligations are rated, or guaranteed by an entity which is rated or whose obligations are rated, 04/08/2025
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(at the time the investment is entered into) not lower than “A -“ by S&P or Fitch, or “A3” by Moody’s.
(12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”);
(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and
(f) the cash or the United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

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

Further Requirements: (a) On each valuation date, the City, or the custodian who shall confirm to the City and the Trustee, shall value the market value (exclusive of accrued interest) of the collateral, which market value will be an amount equal to the requisite collateral percentage times the principal amount of the investment (including unpaid accrued interest thereon) that is being secured, (b) in the event the collateral level is below its collateral percentage on a valuation date, such 04/08/2025
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percentage shall be restored within the following restoration periods: one Business Day for daily valuations, two Business Days for weekly and monthly valuations, and one month for quarterly valuations (the use of different restoration periods affect the requisite collateral percentage), (c) the City or the Trustee (acting at the direction of the City) shall terminate the repurchase agreement or the investment agreement, as the case may be, upon a failure to maintain the requisite collateral percentage after the restoration period and, if not paid by the counterparty in federal funds against transfer of the collateral, liquidate the collateral.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
[“Policy” means the Municipal Bond Insurance Policy issued by the Insurer that guarantees the scheduled payment of principal of and interest on the Insured Series 2025A Bonds when due.] “Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Rebate Fund” means the fund by that name established in accordance with Section 5.05 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date ” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments ” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the period from the Closing Date through ____, 20__ and, thereafter, the twelve -month period commencing on May 1 of each year during the term of the Lease Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book-Entry Bonds, in which the Authority makes certain representations with respect to issues of its securities for deposit by DTC or such successor depository.
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“S&P” means Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories” means The Depository Trust Company; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Security Documents ” means any resolution, trust agreement, indenture, ordinance, loan agreement, lease agreement, bond, note, certificate and/or any additional or supplemental document executed in connection with the Series 2025A Bonds.
“Series” means the Series 2025A Bonds executed, authenticated and delivered on the Closing Date and identified pursuant to this Indenture and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds. “Series 2025A Bonds” means the Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A, issued hereunder.
“Supplemental Indenture ” means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the time of issuance of the Series 2025A Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, or any successor thereto as Trustee hereunder, appointed as provided herein. “2015 Bonds” has the meaning ascribed thereto in the recitals hereof. “Written Certificate of the Authority” and “ Written Request of the Authority” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Written Certificate of the City” and “ Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02 Equal Security . In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the 04/08/2025
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Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds . The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of refinancing the 2015 Project. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein.

Section 2.02 Terms of Series 2025A Bonds.
(a) The Series 2025A Bonds shall be designated the “Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A.” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds.
(b) The Series 2025A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2025A Bond shall have more than one maturity date. The Series 2025A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $_________, shall mature on May 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:

Maturity Date
(May 1)
Principal
Amount
Interest
Rate
$ %

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T Term Bond

(c) Interest on the Series 2025A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2025A Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2025A Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2025A Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2025A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2025A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date.
(d) The principal and premium, if any, of the Series 2025A Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee. (e) The Series 2025A Bonds shall be subject to redemption as provided in Article IV.

Section 2.03 Form of Series 2025A Bonds . The Series 2025A Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds . Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the 04/08/2025
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Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

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

The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.

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

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

Section 2.07 Authentication of Bonds . Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such 04/08/2025
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temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series in Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.

Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2025A Bonds shall initially be issued as Book-Entry Bonds.

Except as provided in subsection (c) of this Section, the registered Owner of all of the Book-Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book- Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same- day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book -Entry Bonds under or 04/08/2025
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through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book- Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and give 04/08/2025
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DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

ARTICLE III

ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds. The Authority may, at any time, execute the Series 2025A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2025A Bonds and deliver the Series 2025A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

Section 3.02 Application of Proceeds of the Series 2025A Bonds. On the Closing Date, the net proceeds of the sale of the Series 2025A Bonds received by the Trustee, $_______ (being the purchase price for the Series 2025A Bonds [less the premium paid to the Insurer for the Policy]), shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $____ in the Costs of Issuance Fund. (b) The Trustee shall transfer $___ to the Escrow Agent for deposit into the Escrow Fund.

The Trustee may establish a temporary fund or account in its records to facilitate and record such deposits and transfer.

Section 3.03 [Reserved].

Section 3.04 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof. There shall be additionally deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder.

Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On _____ 1, 20__, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Fund and the Costs of Issuance Fund shall be closed.

Section 3.05 Conditions for the Issuance of Additional Bonds . The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2025A Bonds ) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore 04/08/2025
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issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application of the proceeds of the sale of such Additional Bonds; (ii) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds; (iii) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on May 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on May 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and November 1 of each year, except that the first installment of interest may be payable on either May 1 or November 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on May 1 and November 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, (and provided that such Bonds may accrue interest at different rates) and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(v) The form of such Additional Bonds; and
(vi) If a separate reserve account is to be maintained for such Series of Additional Bonds, the applicable reserve requirement and the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in such reserve fund to be held as separate security for such Series of Additional Bonds;
(vii) Designate accounts in the Interest Fund, the Principal Fund, the Redemption Fund, the R ebate fund and the reserve fund (if any) to be applicable to such Additional Bonds; and
(viii) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
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(c) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and
(d) The Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the timely payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City).

Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.

Section 3.06 Procedure for the Issuance of Additional Bonds. At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issuance of such Additional Bonds, the amendment to the Lease Agreement required by Section 3.05 hereof and the amendment to the Ground Lease, if any, required by Section 3.05 hereof, together with satisfactory evidence that such amendment to the Lease Agreement and such amendment to the Ground Lease, if any, have been (or will be immediately upon issuance of such Additional Bonds) duly recorded in the Official Records of the San Diego County, California Recorder’s office; (b) A Written Request of the Authority as to the delivery of such Additional Bonds;
(c) An opinion of Bond Counsel substantially to the effect that (i) the Indenture (including all Supplemental Indentures), the Lease Agreement (including the amendment thereto required by Section 3.05 hereof) and the Ground Lease (including any amendment thereto required by Section 3.05 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Base Rental Payments as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), and (iii) the issuance of such Additional Bonds, in and of 04/08/2025
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itself, will not adversely affect the exclusion of interest on any tax- exempt Bonds Outstanding prior to the issuance of such Additional Bonds from gross income for federal income tax purposes; (d) a Written Certificate of the Authority that the requirements of Section 3.05 hereof have been met;
(e) a Written Certificate of the City that the requirements of Section 3.05 hereof and Sections 5.01 and 5.02 of the Lease Agreement have been met, and a Written Certificate of the City directing the application of the proceeds of such Additional Bonds; and (f) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.

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

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds.
(a) E xtraordinary Redemption. The Series 2025A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(b) Optional Redemption. The Series 2025A Bonds maturing on or after May 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Mandatory S
inking Fund Redemption. The Series 2025A Bonds maturing on May 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20__ , in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Sinking Fund Redemption Date
(May 1)
Principal Amount
To Be Redeemed

(maturity)

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

Section 4.02 Notice of Redemption . Unless otherwise provided in a Supplemental Indenture, notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice of redemption may state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.

Neither the failure to receive any notice so given, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of optional redemption of the Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

Section 4.03 Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority and as to any term Bonds described in Section 4.02(c), with such adjustments to mandatory sinking fund redemption described in such Written Request, (b) with respect to any redemption pursuant to Section 4.01(a) hereof and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture 04/08/2025
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pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

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

Section 4.05 Effect of Notice of Redemption . Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.

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

ARTICLE V

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

All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. 04/08/2025
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Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund” and the “Redemption Fund.” If Additional Bonds are issued, the Trustee shall establish subaccounts within each fund for each Series of Additional Bonds.

All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds in the following order of priority:
(1) Int erest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. Moneys in the Interest Fund shall be used by the Trustee to pay interest due on the Bonds on each Interest Payment Date. (2) Principal Fund. On the Business Day immediately preceding each May 1 and November 1, commencing May 1, 20__, the Trustee shall transfer from the Base Rental Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such May 1 or November 1 either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(3) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Section 5.03 or Section 5.04 hereof. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Series 2025A Bonds redeemed pursuant to the provisions of subsections (a) and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(c) [Reserved].

Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted 04/08/2025
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the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self -insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

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

In the event of any damage to or destruction of the Property caused by one of the perils covered by the insurance required by Section 5.01(c) of the Lease Agreement which would result in an abatement of rental payments or any portion thereof pursuant to Section 3.05 thereof, then the City shall direct the Trustee in writing to apply the Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), together with other legally available funds that the City elects to contribute, to the repair, reconstruction or replacement of the damaged or destroyed portions of the Property; provided, however, that the City shall not be required to repair or replace any portion of the Property pursuant to this Section 5.03 if such Net Insurance Proceeds, together with any other amounts held under this Indenture and any other legally available funds made available by the City at its election, are sufficient to prepay (i) all of the Outstanding Bonds, or (ii) a portion of the Outstanding Bonds such that the resulting Base Rental Payments under Section 4.01(a) in any Rental Period following such partial prepayment are sufficient to pay in such Rental Period the principal of and interest on all Bonds to remain Outstanding immediately after such partial redemption. If the City is not required to replace or repair the Property, or the affected portion thereof, or to use such amounts to redeem Bonds, in each case as set forth in this Section 5.03, then such proceeds (and rental interruption insurance proceeds not applied pursuant to the next paragraph) shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

Proceeds of rental interruption insurance shall be deposited to the Base Rental Payment Fund and applied to the payment of Base Rental Payments to the extent of any abatement thereof pursuant to the Lease Agreement, and otherwise as directed in writing by the City.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to 04/08/2025
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subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

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

Section 5.05 Rebate Fund.
(a) E
stablishment . The Trustee shall establish a fund for the Bonds designated the “Rebate Fund” when required in accordance herewith. Absent an Opinion of Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2025A Bonds will not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the Series 2025A Bonds shall be governed by this Section and the Tax Certificate, unless and to the extent that the Authority delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected if such requirements are not satisfied. Notwithstanding anything to the contrary contained herein or in the Tax Certificate, the Trustee: (1) shall be deemed conclusively to have complied with the provisions thereof if it follows all Written Requests of the Authority or Written Requests of the City; (2) shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate and shall not be deemed to have knowledge of the terms thereof; (3) may rely conclusively on the Authority’s or the City’s calculations and determinations and certifications relating to rebate matters; and (4) shall have no responsibility to independently make any calculations or determinations or to review the Authority’s or the City’s calculations or determinations thereunder.
(1) Comput
ation. Within 55 days of the end of each fifth Bond Year (as such term is defined in the Tax Certificate), the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148 3 of the Treasury Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for this purpose 04/08/2025
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treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148 1(b) of the Treasury Regulations (the “Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (2) T
ransfer. Within 55 days of the end of each fifth Bond Year, upon the Written Request of the Authority or Written Request of the City, an amount shall be deposited to the Rebate Fund by the Trustee from any Rental Payments legally available for such purpose (as specified by the Authority or the City in the aforesaid Written Request), if and to the extent required, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon Written Request of the Authority or Written Request of the City, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Base Rental Payment Fund.
(3) Payment to the Treasury. The Trustee shall pay, as directed by Written Request of the Authority, to the United States Treasury, out of amounts in the Rebate Fund:
(1) N ot later than 60 days after the end of: (X)
the fifth Bond Year; and (Y) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (2) Not later than 60 days after the payment of all
of the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code and Section 1.148 3 of the Treasury Regulations.

In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this subsection (a) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038 T (prepared by the Authority), or shall be made in such other manner as provided under the Code. (b) D
isposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Series 2025A Bonds and the payments described in subsection (a) above being made may be withdrawn by the Authority and utilized in any manner by the Authority.
(c) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance or payment in full of the Series 2025A Bonds.

Section 5.06 I
nvestment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority. 04/08/2025
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Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested. The Trustee may conclusively rely upon the Authority’s written instructions as to both the suitability and legality of the directed investments and such written direction shall be deemed to be a certification that such directed investments constitute Permitted Investments.

Subject to the provisions of Section 5.0 6 hereof, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained in such fund or account.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value thereof, such valuation to be performed not less frequently than semiannually on or before each April 15 and October 15. In determining fair market value, the Trustee may use and rely conclusively on any generally recognized securities pricing service available to it (including brokers and dealers in securities).

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

Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

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

The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

The Trustee shall furnish the City periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, which brokerage confirmations are at no additional cost, to the extent permitted by law. The City and the 04/08/2025
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Authority further understand that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

ARTICLE VI

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

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

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

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

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof. 04/08/2025
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The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, th is Indenture and the Assignment Agreement.

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

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

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

Section 6.08 Tax Covenants . Notwithstanding any other provision of this Indenture, absent an Opinion of Counsel that the exclusion from gross income of the interest on the Series 2025A Bonds will not be adversely affected for federal income tax purposes, the City and the Authority covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income with respect to the Series 2025A Bonds and specifically covenant, without limiting the generality of the foregoing, as follows:
(a) P
rivate Activity . The City and the Authority will not take any action or refrain from taking any action or make any use of the proceeds of the Series 2025A Bonds or of any other moneys or property which would cause the Series 2025A Bonds to be “private activity bonds” within the meaning of Section 141 of the Code;
(b) Arbitrage.

The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or of any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action which would cause the Series 2025A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code; (c) Federal Guarantee. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds and will not take or omit to take any action that would cause the Series 2025A Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (d) Informa
tion Reporting. The City and the Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code necessary to preserve the exclusion of interest on the Series 2025A Bonds pursuant to Section 103(a) of the Code;
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(e) H edge Bonds. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action that would cause the Series 2025A Bonds to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the City and the Authority take all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the Series 2025A Bonds for federal income tax purposes; and
(f) Miscellaneous. T
he City and the Authority will not take any action or refrain from taking any action inconsistent with its expectations stated in the Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein.

This Section and the covenants set forth herein shall not be applicable to, and nothing c
ontained herein shall be deemed to prevent the City and the Authority from causing the Trustee to issue revenue bonds or to execute and deliver contracts payable on a parity with the Series 2025A Bonds, the interest with respect to which has been determined by an Opinion of Counsel to be subject to federal income taxation.

Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

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

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VI of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee shall give notice, as assignee of the Authority, of an event of default under the Lease Agreement to the City. In each and every case during the continuance of an event of default, the Trustee may, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee, the Insurer or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or 04/08/2025
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otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof.

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

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

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

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

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

Section 7.04 Remedies Not Exclusive . Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 04/08/2025
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Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

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

Section 7.07 No Liability of the Trustee to the Owners . Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.

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

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds . All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the 04/08/2025
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reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners in respect of which such judgment has been recovered.

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

ARTICLE VIII

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

Section 8.02 Duties, Removal and Resignation of the Trustee . The Authority shall provide prior written notice to the Insurer of any name change of the Trustee or the resignation or removal of the Trustee initially a party hereto and any successor thereto shall remove the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be: (i) a national banking 04/08/2025
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association in good standing authorized to exercise trust powers or having the powers of a trust company and duly authorized to exercise trust powers within the State having a combined capital and surplus of at least $250,000,000, and subject to supervision or examination by federal or state authority, (ii) a state -chartered commercial bank that is a member of the Federal Reserve System having at least $1,000,000,000 of assets, or (iii) an entity otherwise approved by the Insurer in writing. No removal, resignation or termination of the Trustee shall take effect until a successor, meeting the requirements above or acceptable to the Insurer, shall be qualified and appointed. If such entity publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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

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

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

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its willful misconduct as finally adjudicated by a court of competent jurisdiction. The duty of the 04/08/2025
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City to indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.

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

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

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

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

Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.

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

The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any 04/08/2025
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committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

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

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

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

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

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.

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

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

In no event shall the Trustee be responsible or liable for special, indirect, consequential, punitive or incidental loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
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In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber- attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e -mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.

The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. 04/08/2025
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ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the prior written consent of the Insurer and the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Base Rental Payments and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding.

It shall not be necessary for the consent of the Insurer and the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.
(b) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners or the Insurer for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;
(3) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III hereof; (4) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
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excludable from gross income for purposes of federal income taxation by the United States of America; and
(6) (i) to grant or confer upon the Owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners of the Bonds; and
(7) (ii) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Indenture other conditions, limitations and restrictions thereafter to be observed.
(8) in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder, in the opinion of Bond Counsel filed with the Authority, the City and the Trustee.
(c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without the Trustee’s prior written consent. No Supplemental Indenture shall modify any of the rights or obligations of the Insurer without the Insurer’s prior written consent.

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

Section 9.03 Endorsement of Bonds; Preparation of New Bonds . Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.
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Section 9.04 Amendment of Particular Bonds . The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.

Section 9.05 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture . If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority, the City and the Insurer all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.

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

Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non- presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority. 04/08/2025
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Section 10.02 Bonds Deemed To Have Been Paid . If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money, if any deposited with the Trustee at the same time, shall, as verified by an independent certified public accountant, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bonds, and (c) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owners of such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such Bonds, are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bonds.

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

ARTICLE XI

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

Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, 04/08/2025
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conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

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

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

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

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

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

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

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

Section 11.07 Article and Section Headings Gender and References . The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender 04/08/2025
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shall include correlative words of the other genders. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.

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

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

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

Section 11.10 Money Held for Particular Bonds . The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.
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Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.

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

Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Vista
200 Civic Center Drive
Vista, CA 92084
Attention: City Manager
If to the Authority: Vista Joint Powers Financing Authority c/o City of Vista
200 Civic Center Drive
Vista, CA 92084
Attention: Executive Director
If to the Trustee: U.S. Bank Trust Company, National Association 633 West Fifth St., 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
Ref: City of Vista
If to the Insurer: ____________
________
________
Attention: Surveillance, Re: Policy No. ______________ Telephone: ______
Telecopier: ______
Email: __________
The City will provide the Insurer with all notices and other information it is obligated to provide (i) under its Continuing Disclosure Certificate and (ii) to the holders of [Insured] Series 2025A Bonds or the Trustee under the Security Documents.

Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery at the address specified in this Section.
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Section 11.14 Notice to Rating Agencies. The Trustee shall provide S&P, if the Bonds are then rated by S&P, and Fitch Ratings, if the Bonds are then rated by Fitch Ratings, with prompt notice of any substitution or release of property pursuant to Section 9.03 of the Lease Agreement.

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

Section 11.16 Additional Payments. The City and the Authority unconditionally agree that they will pay or reimburse the Insurer on demand any and all reasonable charges, fees, costs, losses, liabilities and expenses that the Insurer may pay or incur, including, but not limited to, fees and expenses of the Insurer’s agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Security Documents (“Administrative Costs”). For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of the Insurer spent in connection with the actions described in the preceding sentence.

The City and the Authority agree that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semi - annually, from the date that payment is first due to the Insurer until the date the Insurer is paid in full.

Section 11.17 [Insurer as Third Party Beneficiary. The Insurer is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF , the Authority and the City have caused this Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written,

VISTA JOINT POWERS FINANCING

AUTHORITY
By:

Executive Director
ATTEST:

Secretary

CITY OF VISTA
By:

City Manager
ATTEST:

City Clerk
[SIGNATURES CONTINUED ON NEXT PAGE.]

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[SIGNATURE PAGE CONTINUED.]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer
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EXHIBIT A
FORM OF SERIES 2025 BOND
No. ____ $___________

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A

INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% May 1, 20____ ____________, 2025

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _________________________ THOUSAND DOLLARS The Vista Joint Powers Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) or amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 in each year, commencing November 1, 2025 (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteent h calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to October 15, 2025, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the 04/08/2025
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Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Vista (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of refinancing the acquisition, construction and installation of certain public capital improvements within the City and described in the proceedings for the issuance of the Bonds, and is one of the series of bonds designated “Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A ” (the “Series 2025A Bonds”) in the aggregate principal amount of $_____.

The Series 2025A Bonds are issued pursuant to the Indenture, dated as of ___ 1, 2025 (the “Indenture”), by and among the Authority, the City and the Trustee, and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Indenture, Additional Bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on a parity with the lien securing the Series 2025A Bonds. The Series 2025A Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.

Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of ___ 1, 2025 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.

The Series 2025A Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).

The Series 2025A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any net insurance proceeds received with respect to all or a portion of the property leased under the Lease Agreement, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof, deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Series 2025A Bonds maturing on or after May 1, 20__ , shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at a 04/08/2025
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Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Series 2025A Bonds maturing on May 1, 20 __ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Sinking Fund Redemption Date
(May 1)
Principal Amount
To Be Redeemed

(maturity)

The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Series 2025A Bonds designated for redemption, at their respective addresses appearing on the Registration Books, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2025A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2025A Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee.

From and after the date fixed for redemption of any Series 2025A Bonds, interest on such Series 2025A Bonds will cease to accrue and become payable.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2025A Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2025A Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2025A Bond or Series 2025A Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected, or, (b) reduce the percentage of Bonds the consent of the owners of which is required to effect any such amendment or modification, or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the owners of all Bonds then outstanding. 04/08/2025
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The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.

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

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

VISTA JOINT POWERS FINANCING

AUTHORITY
By:

Executive Director
Attest:

Secretary

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2025A Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date: _____________, 2025 U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:

Authorized Signatory

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

Secretary of the Board of the Vista Joint Powers
Financing Authority

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

Dated: ____________________
Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor.

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

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Stradling Draft of 3/26/25
4901-3941-4275v4/200168-0004
RECORDING REQUESTED BY:

Vista Joint Powers Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.
[Space above for Recorder’s use.]

SIGNMENT AGREEMENT
by and between

VISTA JOINT POWERS FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of ________ 1, 2025
Relating to
$_________

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A
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EXHIBIT 6

1 4901-3941-4275v4/200168-0004

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”), executed and entered into as of ________ 1, 2025, is by and between the VISTA JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the City of Vista (the “City”) and the Authority desire to refinance the Vista Joint Powers Financing Authority 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”) and the City’s lease obligations in connection therewith, the proceeds of which were used to refinance a portion of the costs of the acquisition, construction and installation of certain public capital improvements located within the City and described in the proceedings for the 2015 Bonds (the “2015 Project”);
WHEREAS, in order to refinance the 2015 Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof (the “Ground Lease”), and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”); WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, under the Lease Agreement, the City is obligated to make Base Rental Payments (as defined in the Lease Agreement) to the Authority; WHEREAS, the Authority desires to assign without recourse certain of its rights in the Ground Lease and the Lease Agreement, including its right to receive the Base Rental Payments, to the Trustee for the benefit of the owners of bonds (the “Bonds”) to be issued pursuant to the Indenture, dated as of the date hereof (the “Indenture”), by and among the Authority, the City and the Trustee;
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and interest in and to the Ground Lease and the Lease Agreement including, without limitation, its right to receive the Base Rental Payments to be paid by the City under and pursuant to the Lease 04/08/2025
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Agreement; provided, however, that the Authority shall retain its obligations under the Lease Agreement and the Ground Lease, the rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.

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

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

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

Section 5. Governing Law . THIS ASSIGNMENT AGREEMENT SHALL BE

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

Section 6. Execution. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF , the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

VISTA JOINT POWERS FINANCING AUTHORITY
By:

John Conley,
Executive Director
ATTEST:

Kathy Valdez,
Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer
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CONSENT
The City of Vista hereby consents to the foregoing.

CITY OF VISTA, as Lessee
By:

John Conley,
City Manager
ATTEST:

Kathy Valdez,
City Clerk

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

STATE OF CALIFORNIA )
) ss.

COUNTY OF SAN DIEGO )

On ___________________ before me, ____________________________________, Notary Public,

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )

On ___________________ before me, ____________________________________, Notary Public,

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN DIEGO, IN

THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BRENGLE TERRACE PARK

PARCEL 1: (APN: 177-010-06 & - 17)

VISTA, ACCORDING TO MAP PARTITION OF THE RANCHO BUENA VISTA AND

CERTAIN OTHER LAND ADJACENT THERETO ACCOMPANYING THE REPORT OF THE REFERRE IN THE ACTION OF “YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL”, CASE NO. 13315, SUPERIOR COURT OF SAN DIEGO COUNTY, AND A PORTION OF LOT 2 OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS A WHOLE FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2 FRACTIONAL SECTION 20, SAID CORNER BEING DISTANT NORTH 89°38’22” WEST, 1333.50 FEET FROM THE NORTH QUARTER CORNER OF SAID SECTION 20, POINT OF BEGINNING OF TRAVERSE AROUND PARCEL; THENCE ALONG THE EAST LINE OF SAID LOT 2, SOUTH 00°13’30’ WEST, 1162.75 FEET TO THE NORTHERLY LINE OF SAID RANCHO BUENA VISTA, BEING ALSO THE NORTHERLY LINE OF LOT 211 OF SAID ORLEAVO HEIGHTS UNIT NO. 4, AS SHOWN ON SAID MAP NO. 2125; THENCE ALONG THE NORTHERLY LINE OF SAID RANCHO AND SAID LOT 211, NORTH 76°08’40” WEST, 135.84 FEET, MORE OR LESS TO AN ANGLE POINT IN THE BOUNDARY OF SAID LOT 211; THENCE LEAVING SAID

NORTHERLY LINE OF RANCHO BUENA VISTA, AND CONTINUING ALONG THE NORTHERLY LINE OF SAID LOT 211, NORTH 89°46’43” WEST, 261.31 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4; THENCE ALONG THE EASTERLY LINE OF SAID LOT 215, SOUTH 22°00’00” WEST 51.90 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 215, NOR TH 85°00’00” WEST, 372.82 FEET, MORE OR LESS, TO A POINT DISTANT ALONG SAID SOUTHERLY LOT LINE SOUTH 85°00’00” EAST, 205.87 FEET, FROM THE MOST WESTERLY CORNER OF SAID LOT; THENCE LEAVING SAID SOUTHERLY LOT LINE, NORTH 14°01’00” WEST, 117.43 FEET TO THE

MOST SOUTHERLY CORNER OF THAT PARCEL OF LAND DESCRIBED IN DEED TO THE OPTIMIST CLUB OF VISTA, RECORDED DECEMBER 3, 1953 AS INSTRUMENT NO. 162513 IN BOOK 5065, PAGE 84 OF OFFICIAL RECORDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09°01’40” WEST, 391.98 FEET TO AN ANGLE POINT IN THE EASTERLY BOUNDARY OF THE LAND DESCRIBED IN PARCEL 2 OF DEED TO THE 04/08/2025
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OPTIMIST CLUB OF VISTA, RECORDED JANUARY 21, 1953 IN BOOK 4722, PAGE 283 OF OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY OF SAID LAND NORTH 29°05’00” WEST, 49.02 FEET TO THE NORTHWESTERLY BOUNDARY OF THAT PARCEL OF LAND DESCRIBED IN PARCEL 3 IN DEED TO WALTER J. PAUL, ET UX, RECORDED APRIL 1, 1944 AS INSTRUMENT NO. 23397 IN BOOK 1654, PAGE 335 OF OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY OF SAID PAUL’S LAND, NORTH 61°39’00” EAST 96.93 FEET, MORE OR LESS, TO AN ANGLE POINT; NORTH 25°17’00” EAST 195.30 FEET; NORTH 50°36’00” EAST 458.94 FEET; AND NORTH 26°53’00” WEST, 100.28 FEET TO THE NORTH LINE OF SAID SECTION 20; THENCE THEREON SOUTH 89°38’22” EAST, 423.54 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF THE RIGHT OF WAY VALE TERRACE.

PARCEL 2A: (APN: 177-010-14 PORTION)

THAT PORTION OF TRACT "W" OF THE RANCHO BUENA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SAME IS SHOWN ON MAP OF "PARTITION OF RANCHO BUENA VISTA AND CERTAIN OTHER LANDS ADJACENT THERETO" ACCOMPANYING THE REPORT OF THE REFEREES IN THE ACTION OF "YSIDORA COUTS FULLER VS. CAVE J. COUTS, ET AL," CASE NO. 13315 IN THE SUPERIOR COURT

OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, LYING WITHIN THE BOUNDARIES OF THE FOLLOWING DESCRIBED PROPERTY:

BEGINNING AT THE MOST WESTERLY CORNER OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER AUGUST 7, 1928; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT SOUTH 85°00' EAST 205.87 FEET; THENCE NORTH 14°01' WEST 117.43 FEET; THENCE NORTH 64°56'30" WEST 178 FEET; THENCE NORTH 81°35' WEST 152.65 FEET; THENCE NORTH 40°54'30" EAST 52.11 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT "W" DISTANT ALONG SAID BOUNDARY SOUTH 76°08'44" EAST 247.35 FEET FROM THE NORTHWESTERLY CORNER OF SAID TRACT "W"; THENCE ALONG SAID NORTHERLY BOUNDARY NORTH 76°08'44" WEST 247.35 FEET TO SAID NORTHWESTERLY CORNER; THENCE ALONG THE WESTERLY BOUNDARY OF SAID TRACT "W", SOUTH 0°04'13" WEST 291 FEET TO THE NORTHWESTERLY CORNER OF LOT 216 OF SAID ORLEAVO HEIGHTS UNIT NO. 4; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 216 SOUTH 89°46'43" EAST 342 FEET TO THE POINT OF BEGINNING.

PARCEL 2B: (APN: 177-010-09)

THAT PORTION OF LOT 2, OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

BEGINNING AT A SET ROCK MARKING THE INTERSECTION OF THE NORTHERLY LINE OF RANCHO BUENA VISTA WITH THE LINE BETWEEN TRACTS "F" AND "W" OF SAID 04/08/2025
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RANCHO BUENA VISTA AS SHOWN ON A MAP NO. 2125 OF ORLEAVO HEIGHTS, UNIT NO. 4, RECORDS OF SAID SAN DIEGO COUNTY, SAID INTERSECTION ON BEING THE SOUTHWESTERLY CORNER OF SAID LOT 2 OF SAID FRACTIONAL SECTION 20;

THENCE ALONG THE NORTHERLY BOUNDARY OF SAID RANCHO BUENA VISTA SOUTH 76°08'44" EAST 247.35 FEET; THENCE LEAVING SAID BOUNDARY LINE, NORTH 40°54'30" EAST 330.80 FEET; THENCE NORTH 29°05' WEST 49.02 FEET TO THE NORTHWESTERLY LINE OF THAT PARCEL OF LAND DESCRIBED AS PARCEL 3 IN DEED TO WALTER J. PAUL, ET UX, RECORDED APRIL 1, 1944, AS DOCUMENT NO. 23397, IN BOOK 1654, PAGE 335 OF OFFICIAL RECORDS; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 61°39' WEST 491.96 FEET TO THE POINT OF BEGINNING.

PARCEL 2C: (APN: 177-010-14 PORTION)

OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN DIEGO, AND THAT PORTION OF LOT 2 OF FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3

WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF LOT 215 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER AUGUST 7, 1928; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT, SOUTH 85°00' EAST 205.87 FEET; THENCE NORTH 14°01' WEST 117.43 FEET; TO THE TRUE POINT OF BEGINNING; THENCE NORTH 64°56'30" WEST 178 FEET; THENCE NORTH 81°35' WEST 152.65 FEET; THENCE NORTH 40°54'30" EAST 52.11 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT "W", DISTANT ALONG SAID BOUNDARY SOUTH 76°08'44" EAST 247.35 FEET FROM THE NORTHWESTERLY CORNER OF SAID TRACT "W"; THENCE NORTH 40°54'30" EAST 330.80 FEET; THENCE SOUTH 9°01'40" EAST 391.98 FEET TRUE POINT OF BEGINNING.

PARCEL 2D: (APN: 177-010-14 REMAINDER)

LOTS 215 AND 216 OF ORLEAVO HEIGHTS, UNIT NO. 4, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2125, FILED IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF SAN DIEGO COUNTY AUGUST 7, 1928.

EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PORTION OF SAID LAND GRANTED TO THE COUNTY OF SAN DIEGO BY INSTRUMENT RECORDED JULY 20, 1961 AS FILE NO. 124764 OF OFFICIAL RECORDS.
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PARCEL 3: (APN: 177-010-10)

THAT PORTION OF LOT 1 OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF

COMMENCING AT THE MOST WESTERLY CORNER OF SAID LOT 211; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT, SOUTH 51°00' EAST, 449.57 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHWESTERLY LOT LINE, NORTH 39°00' EAST, 291.47 FEET TO THE BEGINNING OF A TANGENT 270 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44'20", A DISTANCE OF 182.55 FEET; THENCE TANGENT TO SAID CURVE, NORTH 0°15'40" EAST, 376.66 FEET; THENCE NORTH 36°40'40" EAST, 101.06 FEET TO POINT "X" OF THIS DESCRIPTION; THENCE NORTH 0°15'40" EAST, 340.41 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS

CURVE, CONCAVE SOUTHEASTERLY, THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°05'27", A DISTANCE OF 39.31 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 89°38'53" EAST, 803.85 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°03'13", A DISTANCE OF 39.29 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0°24'40" WEST, 722.75 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY, BEING POINT "A" OF THIS DESCRIPTION; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°56'47", A DISTANCE OF 39.25 FEET; THENCE TANGENT TO SAID CURVE, NORTH 89°38'53" WEST, 826.91 FEET TO A LINE WHICH BEARS SOUTH 0°15'40" WEST FROM SAID POINT "X"; THENCE SOUTH 0°15'40" WEST,

50.68 FEET TO THE BEGINNING OF A TANGENT 330 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44'20", A DISTANCE OF 223.12 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 39°00' WEST, 291.47 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 211; THENCE ALONG SAID SOUTHWESTERLY LOT LINE, NORTH 51°00' WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

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A CENTRAL ANGLE OF 82°24’07”, AN ARC DISTANCE OF 186.96 FEET; THENCE SOUTH 71°56’02” WEST, 64.54 FEET; THENCE SOUTH 81°24’23” WEST, 58.69 FEET; THENCE NORTH 05°48’36” WEST, 108.46 FEET; THENCE NORTH 89°29’36” WEST, 313.75 FEET; THENCE SOUTH 84°09’32” WEST 50.00 FEET; THENCE SOUTH 30°40’58” WEST 22.00 FEET; THENCE SOUTH 00°41’42” EAST 98.97 FEET; THENCE SOUTH 47°39’19” EAST, 158.90 FEET; THENCE SOUTH 35°31’39” WEST, 227.34 FEET; THENCE SOUTH 24°30’24” WEST, 147.94 FEET; THENCE SOUTH 03°48’22” EAST, 200.69 FEET; THENCE SOUTH 66°21’32” EAST, 39.00 FEET; THENCE SOUTH 36°56’11” EAST, 11.40 FEET; THENCE SOUTH 70°55’24” EAST 574.01 FEET; THENCE NORTH 74°10’47” EAST, 144.50 FEET, THENCE NORTH 03°39’13” WEST, 254.22 FEET; THENCE NORTH 86°05’32” EAST, 210.28 FEET, THENCE NORTH 00°34’29” EAST 328.77 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 4: (APN: 177-010-13 & -18; 177-183-30 PTN)

ALSO TOGETHER WITH THAT PORTION OF LOT 209 OF ORLEAVO HEIGHTS UNIT NO. 4,

ALSO TOGETHER WITH THAT PORTION OF LOT 3 IN FRACTIONAL SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN

THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900, DESCRIBED AS FOLLOWS:

ALSO TOGETHER WITH FRACTIONAL LOT 1 – THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 11 SOUTH, RANGE 3 WEST, SAN

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CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED DECEMBER 26, 1900.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SAID FRACTIONAL SECTION 20, AS SOWN ON LICENSED SURVEY MAP NO. 486, ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE NORTH AND SOUTH CENTER LINE OF THE SAID FRACTIONAL SECTION 20 AS SHOWN ON LICENSED SURVEY MAP NO. 371 ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, NORTH 0°23’10” EAST 454.66 FEET; THENCE LEAVING SAID NORTH AND SOUTH CENTER LINE SOUTH 23° WEST 492.65 FEET TO A POINT IN THE NORTH LINE OF LOT 3 OF SAID FRACTIONAL SECTION 20, BEING ALSO THE SOUTH LINE OF THE SAID NORTHEAST QUARTER OF THE NORTHWEST QUARTER; THENCE ALONG THE SAID LINE, SOUTH 89°38’49” EAST 189.43 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST WESTERLY CORNER OF LOT 211 OF ORLEAVO HEIGHTS UNIT NO. 4, ACCORDING TO MAP THEREOF NO. 2125; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT, SOUTH 51°00’ EAST 449.57 FEET; THENCE LEAVING SAID SOUTHWESTERLY LOT LINE, NORTH 39°00’ EAST 291.47 FEET TO THE BEGINNING OF A TANGENT 270 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20” A DISTANCE OF 182.55 FEET; THENCE TANGENT TO SAID CURVE, NORTH 0°15’40” EAST 376.66 FEET; THENCE NORTH 36°40’40” EAST 101.06 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°15’40” EAST 340.41 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°05’27” A DISTANCE OF 39.31 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 89°38’53” EAST 803.85 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 90°03’13” A DISTANCE OF 39.29 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0°24’40’ WEST 722.75 FEET TO THE BEGINNING OF A TANGENT 25 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°56’47” A DISTANCE OF 39.25 FEET; THENCE TANGENT TO SAID CURVE, NORTH 89°38’53” WEST 826.91 FEET TO A LINE WHICH BEARS SOUTH 0°15’40” WEST FROM THE TRUE POINT OF BEGINNING; THENCE 0°15’40’ EAST 407.30 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

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TANGENT TO SAID CURVE, NORTH 0°15’40” EAST 376.66 FEET; THENCE NORTH 36°40’40” EAST 101.06 FEET; THENCE SOUTH 0°15’40” WEST 457.98 FEET TO THE BEGINNING OF A TANGENT 330 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 38°44’20” A DISTANCE OF 223.12 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 39°00’ WEST 291.47 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 211; THENCE ALONG SAID SOUTHWESTERLY LOT LINE, NORTH 51°00’ WEST 60 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM, THAT PORTION OF SAID LOT 1 OF SECTION 20 DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 20; THENCE ALONG THE EASTERLY LINE OF SAID LOT 1, SOUTH 00°24’26” WEST (NORTH 00°24’40” EAST PER RECORD OF SURVEY NO. 5467, RECORDED OCTOBER 27, 1960, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY), 559.77 FEET; THENCE NORTH 89°35’34” WEST, 232.13 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89°25’31” WEST 112.49 FEET; THENCE NORTH 25°39’51” WEST, 194.99 FEET TO THE BEGINNING OF A TANGENT 130.00 FOOT RADIUS CURVE, CONCAVE TO THE SOUTH; THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 82°24’07”, AN ARC DISTANCE OF 186.96 FEET; THENCE SOUTH 71°56’02” WEST, 64.54 FEET; THENCE SOUTH 81°24’23” WEST, 58.69 FEET; THENCE NORTH 05°48’36” WEST, 108.46 FEET; THENCE NORTH 89°29’36” WEST, 313.75 FEET; THENCE SOUTH 84°09’32” WEST 50.00 FEET; THENCE SOUTH 30°40’58” WEST 22.00 FEET; THENCE SOUTH 00°41’42” EAST 98.97 FEET; THENCE SOUTH 47°39’19” EAST, 158.90 FEET; THENCE SOUTH 35°31’39” WEST, 227.34 FEET; THENCE SOUTH 24°30’24” WEST, 147.94 FEET; THENCE SOUTH 03°48’22” EAST, 200.69 FEET; THENCE SOUTH 66°21’32” EAST, 39.00 FEET; THENCE SOUTH 36°56’11” EAST, 11.40 FEET; THENCE SOUTH 70°55’24” EAST 574.01 FEET; THENCE NORTH 74°10’47” EAST, 144.50 FEET, THENCE NORTH 03°39’13” WEST, 254.22 FEET; THENCE NORTH 86°05’32” EAST, 210.28 FEET, THENCE NORTH 00°34’29” EAST 328.77 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 5A: (APN: 177-183-30 REMAINDER)

PARCELS A AND B OF PARCEL MAP NO. 8798, IN THE CITY OF VISTA, COUNTY OF SAN

DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 11, 1979.

PARCEL 5B:

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COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 30, 1973.

THE SOUTHERLY LINE OF SAID NORTHERLY 10 FEET OF PARCEL “D” TO BE EXTENDED EASTERLY TO INTEREST THE SOUTHWESTERLY LINE OF PARCEL “C” OF SAID PARCEL MAP NO. 1884.

PARCEL 6A: (APN: 177-183-30 REMAINDER)

PARCEL 6B:

AN EASEMENT FOR ROAD PURPOSES AND FOR SEWER, WATER, GAS, POWER AND

COMMENCING AT THE INTERSECTION OF THE NORTHERLY LINE OF LOT 209 OF SAID MAP NO. 2125, WITH A LINE WHICH IS PARALLEL WITH AND 150.00 FEET

TERRACE DRIVE) ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY SURVEY OF SAN DIEGO COUNTY, AUGUST 7, 1928, SAID EASEMENT TO BEGIN IN THE SOUTHERLY LINE OF SAID MCCAUL’S LAND AND TO TERMINATE THE NORTHEASTERLY LINE OF SAID COUNTY ROAD SURVEY NO. 1518.

PARCEL 7: (APN: 177-183-30 PTN)

THOSE PORTIONS OF LOTS 208 AND 209 OF ORLEAVO HEIGHTS UNIT NO. 4, IN THE

CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO 04/08/2025
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MAP THEREOF NO. 2125, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 7, 1928, DESCRIBED AS FOLLOWS:

10.00 FEET OF SAID PARCEL 1 OF SCHIERHOLT’S LAND; THENCE ALONG THE NORTHWESTERLY BOUNDARY OF THE SOUTHEASTERLY 10.00 FEET OF SAID SCHIERHOLT’S LAND AS FOLLOWS: SOUTH 23°40’10” WEST, 518.06 FEET TO AN ANGLE POINT THEREIN; SOUTH 30°51’20” WEST 97.61 FEET TO AN ANGLE POINT THEREIN; AND SOUTH 22°56’25” WEST 56.03 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 208; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 51°00’00” WEST,

20.32 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF 60.00 FEET WIDE COUNTY ROAD SURVEY NO. 1518 (KNOWN AS VALE TERRACE DRIVE) AS DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED SEPTEMBER 25, 1959 IN BOOK 7902, PAGE 125, OF OFFICIAL RECORDS.

FIRE STATION NO. 1

PARCEL 8: (APN: 164-122-20)

THAT PORTION OF LOT 14 OF RICHARDSON'S ADDITION TO VISTA, IN THE CITY OF

VISTA, COUNTY OF SAN DIEGO, STATE OP CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1501, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, DECEMBER 4, 1912, DESCRIBED AS FOLLOWS:

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242.60 FEET, MORE OR LESS, TO A POINT IN THE SAID NORTHWESTERLY BOUNDARY OF SAID LOT 14, DISTANT THEREON NORTH 56°19'2511 EAST (RECORD - NORTH 56°20'00" EAST), 345.00 FEET FROM THE POINT OF BEGINNING; THENCE SOUTH 56°19'25" WEST (RECORD - SOUTH 56°20'00" WEST) ALONG SAID NORTHWESTERLY BOUNDARY 345.00 FEET TO THE POINT OF BEGINNING.

CITY HALL COMPLEX

PARCEL 10: (APN: 176-101-10)

PARCEL "C" OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN

DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980.

TOGETHER WITH THAT PORTION OF SAID PARCEL MAP NO. 97 86, AS DELINEATED AND DESIGNATED "AREA TO BE RESERVED FOR ROAD PURPOSES" LYING SOUTHEASTERLY OF AND IMMEDIATELY ADJOINING PARCEL "C" OF SAID PARCEL MAP NO. 9786.

PARCEL 11: (APN: 176-101-13)

PARCEL B OF PARCEL MAP NO. 15239, IN THE COUNTY OF SAN DIEGO, STATS OF

CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988.

PARCEL 12: (APN: 176-101-12)

PARCEL A OF PARCEL MAP NO. 15239, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 18, 1988 AS FILE NO. 88-234492.

PARCEL 13: (APN: 176-101-08)

PARCEL A OF PARCEL MAP NO. 9786, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,

STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 12, 1980 AS INSTRUMENT NO. 80-085476 OF OFFICIAL RECORDS.

EXCEPTING THEREFROM THAT PORTION THAT PORTION SAID LAND GRANTED TO THE CITY OF VISTA FOR ROAD PURPOSES BY A RESOLUTION RECORDED JUNE 2, 1985 AS INSTRUMENT NO. 85-238014, OF OFFICIAL RECORDS.

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ES
CROW AGREEMENT (2015 BONDS)
THIS ESCROW AGREEMENT, dated as of __________ 1, 2025, is entered into by and among the City of Vista (the “City”), the Vista Joint Powers Financing Authority (the “Authority”) and U.S.

Bank Trust Company, National Association, acting in its capacity as escrow bank (the “Escrow Bank”) pursuant to this Escrow Agreement (2015 Bonds) (the “Agreement”) and as 2015 Trustee (as defined below);
WITNESSETH:

WHEREAS, the Authority has previously caused to be issued its 2015 Refunding Lease Revenue Bonds (the “2015 Bonds”), in the original aggregate principal amount of $96,120,000 , pursuant to an Indenture, dated as of September 1, 2015 (the “2015 Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as successor trustee (the “ 2015 Trustee”), of which $74,400,000 aggregate principal amount is currently outstanding; and WHEREAS, the City and the Authority have determined that it is in the best interests of the City and desirable that the 2015 Bonds be redeemed and defeased; and WHEREAS, in order to accomplish such redemption it is necessary and desirable for the City to prepay a portion of its Lease Payment obligation under that certain Lease Agreement, dated as of September 1, 2015 (the “2015 Lease Agreement”), by and between the City and the Authority, and to thereby defease the 2015 Bonds in accordance with the terms of Section 10.02 of the 2015 Indenture and Section 7.02 of the 2015 Lease Agreement; and
WHEREAS, the City and the Authority have agreed to provide funds necessary to secure redemption and defeasance of the 2015 Bonds through the issuance by the Authority of its $__________ aggregate principal amount Refunding Lease Revenue Bonds, Series 2025A (the “Series 2025A Bonds”), secured in part by lease payments to be made by the City to the Authority pursuant to the Lease Agreement, dated as of __________ 1, 2025, by and between the City and the Authority; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City, the Authority and the Escrow Bank agree as follows:

SECTION 1. Deposit of Moneys.
(a) The City and the Authority hereby deposit with the Escrow Bank $__________ from the net proceeds of the Series 2025A Bonds and direct the 2015 Trustee to transfer $__________ to the Escrow Bank from certain funds and accounts established in connection with the 2015 Bonds .

Such moneys shall be held uninvested in irrevocable escrow by the Escrow Bank separate and apart from other funds of the City, the Authority, the Escrow Bank and the 2015 Trustee in a fund hereby created and established and to be known as the “Escrow Fund,” and shall be applied solely as provided in this Agreement. Such moneys are at least equal to an amount sufficient to redeem on __________, 2025 (the “Redemption Date”) the 2015 Bonds maturing on and after May 1, 2026.

SECTION 2. Use of Moneys. The Escrow Bank acknowledges receipt of the moneys described in Section 1 and agrees:
(a) to deposit such moneys in the Escrow Fund; and
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(b) to make the payments required under Section 3(a) hereof at the times set forth in Section 3(a) hereof.

SECTION 3. Payment of 2015 Bonds.
(a) Payment. The Escrow Bank shall transfer from the Escrow Fund to the 2015 Trustee amounts sufficient to pay on the Redemption Date the redemption price of the 2015 Bonds maturing on and after May 1, 2026 (as described in Schedule A attached hereto). The 2015 Trustee is hereby directed to apply such moneys to redeem the 2015 Bonds on the Redemption Date. (b) Unclaimed Moneys. Any moneys which remain unclaimed for two (2) years after the Redemption Date, shall, at the written request of the City, be repaid by the Escrow Bank to the City; provided, however, that the Escrow Bank shall first mail a notice as more fully described in the 2015 Indenture that said moneys remain unclaimed.
(c) Priority of Payments. The holders of the 2015 Bonds shall have a first lien on the moneys in the Escrow Fund which are allowable and sufficient to pay the 2015 Bonds until such moneys are used and applied as provided in this Agreement. Any cash held in the Escrow Fund is irrevocably pledged only to the 2015 Bond holders.
(d) Termination of Obligation. Upon deposit of the moneys set forth in Section 1 hereof with the Escrow Bank pursuant to the provisions of Section 1 hereof, the holders of the 2015 Bonds shall cease to be entitled to any lien, benefit or security under the 2015 Indenture.

SECTION 4. Performance of Duties. The Escrow Bank agrees to perform the duties set forth herein.

SECTION 5. Indemnity. The City and the Authority hereby assume liability for, and hereby agree (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Bank and its respective successors, assigns, a gents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the City or the Authority or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the City and the Authority shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of the Escrow Bank’s respective successors, assigns, agents and employees or the breach by the Escrow Bank of the terms of this Agreement. In no event shall the City, the Authority or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this section.

The indemnities contained in this section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank.

SECTION 6. Responsibilities of the Escrow Bank. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, 04/08/2025
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contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of such moneys to accomplish the defeasance of the 2015 Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Agreement or by reason of any non negligent act, non negligent omission or non negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the City and the Authority and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the moneys deposited in the Escrow Fund to accomplish the defeasance of the 2015 Bonds or to the validity of this Agreement as to the City and, except as otherwise provided herein, the Escrow Bank shall incur no liability with respect thereto. The Escrow Bank shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Agreement. In no event shall the Escrow Bank be liable for any special indirect or consequential damages. The Escrow Bank may consult with counsel, who may or may not be counsel to the City, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City or the Authority. The Escrow Bank shall incur no liability for losses arising from any investment made pursuant to this Agreement. No provision of this Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated, or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

SECTION 7. Irrevocable Instructions to Provide Notice. The forms of the notices required to be mailed pursuant to Sections 4.02 and 10.02 of the Indenture and the Continuing Disclosure Agreement, dated as of September 1, 2015, between the City and the 2015 Trustee (the “Continuing Disclosure Agreement”), are substantially in the forms attached hereto as Exhibits A and B. The 2015 Trustee hereby represents, warrants and confirms that it mailed the form attached hereto as Exhibit A on __________, 2025. The City and the Authority hereby irrevocably instruct the Escrow Bank to mail a notice of defeasance of the 2015 Bonds in accordance with Section 10.02 of the Indenture and the Continuing Disclosure Agreement.

SECTION 8. Amendments. This Agreement is made for the benefit of the City, the Authority and the holders from time to time of the 2015 Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Bank and the City; provided, however, but only after the receipt by the Escrow Bank of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest with respect to the Series 2025A Bonds and the 2015 Bonds will not be adversely affected for federal income tax purposes, that the City, the Authority and the Escrow Bank may, without the consent of, or notice to, such holders, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not 04/08/2025
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adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Bank for the benefit of the holders of the 2015 Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Bank; and (iii ) to include under t his Agreement additional funds, securities or properties. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the 2015 Bonds or that any instrument executed hereunder complies with the conditions and provisions of this section.

SECTION 9. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2015 Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Bank pursuant to Section 3(b) of this Agreement.

SECTION 10. Compensation. The Escrow Bank shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstances shall the Escrow Bank be entitled to any lien nor will it assert a lien whatsoever on any moneys in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Bank under this Agreement.

SECTION 11. Resignation or Removal of Trustee as Escrow Bank. (a) The Escrow Bank may resign by giving notice in writing to the City and the Authority. The Escrow Bank may be removed : (1) by: (i) filing with the City and the Authority an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the 2015 Bonds then remaining unpaid; and (ii ) the delivery of a copy of the instruments filed with the City and the Authority to the Escrow Bank; or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the City or the Authority or the holders of 5% in aggregate principal amount of the 2015 Bonds then remaining unpaid. (b) If the position of Escrow Bank becomes vacant due to resignation or removal of the Escrow Bank or any other reason, a successor Escrow Bank may be appointed by the City and the Authority. Within one year after a vacancy, the holders of a majority in principal amount of the 2015 Bonds then remaining unpaid may, by an instrument or instruments filed with the City and the Authority, appoint a successor Escrow Bank who shall supersede any Escrow Bank theretofore appointed by the City and the Authority. If no successor Escrow Bank is appointed by the City and the Authority or the holders of such 2015 Bonds then remaining unpaid, within 45 days after any such resignation or removal, the holder of any such 2015 Bonds or any retiring Escrow Bank may apply to a court of competent jurisdiction for the appointment of a successor Escrow Bank. The responsibilities of the Escrow Bank under this Escrow Agreement will not be discharged until a new Escrow Bank is appointed and until the cash held under this Escrow Agreement is transferred to the new Escrow Bank.

SECTION 12. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City, the Authority or the Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 04/08/2025
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SECTION 13. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.

SECTION 14. Governing Law. This Agreement shall be construed under the laws of the State of California.

SECTION 15. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date.

SECTION 16. Assignment. This Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the City.

SECTION 17. Standard and Poor’s. The City agrees to provide to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, prior notice of each amendment entered into pursuant to Section 8 hereof and a copy of such proposed amendment, and to forward a copy (as soon as possible) of: (i) each amendment hereto entered into pursuant to Section 8 hereof; and (ii) any action relating to severability or contemplated by Section 12 hereof. [REMAINDER OF P AGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

CITY OF VISTA
By:

City Manager
ATTEST:

By:

City Clerk

VISTA JOINT POWERS FINANCING AUTHORITY
By:

Executive Director
ATTEST:

By:

Secretary
[SIGNATURES CONTINUED ON NEXT P AGE.]

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[SIGNATURE P AGE CONTINUED.]
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Escrow Bank and 2015 Trustee
By:

Authorized Officer

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Schedule A-1
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SCHEDULE A
2015 Bonds
Maturity Date
(May 1)
Interest
Rate Par Amount Call Price
2026 5.000% $ 3,640,000 100%
2027 5.000 2,040,000 100
2027 3.125 1,980,000 100
2028 5.000 3,585,000 100
2028 3.250 805,000 100
2029 5.000 4,805,000 100
2030 5.000 4,760,000 100
2030 3.250 500,000 100
2031 5.250 5,735,000 100
2032 5.250 6,255,000 100
2033 5.250 6,815,000 100
2034 5.250 7,405,000 100
2035 5.250 7,025,000 100
2035 3.500 1,000,000 100
2037 5.250 18,050,000 100

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EXHIBIT A

NOTICE OF DEFEASANCE OF

VISTA JOINT POWERS FINANCING AUTHORITY
2015 REFUNDING LEASE REVENUE BONDS
Notice is hereby given to the owners of the outstanding bonds (the “2015 Bonds”) captioned above: (i) that there has been deposited with U.S. Bank Trust Company, National Association, as Escrow Bank, moneys as permitted by the Indenture of Trust, dated as of September 1, 2015 (the “2015 Indenture”), by and between the Vista Joint Powers Financing Authority (the “Authority”) and U.S.

Bank Trust Company, National Association, as 2015 Trustee, which, together with such other moneys deposited with the Escrow Bank, shall be sufficient and available to pay on ________, 2025 the redemption price equal to 100% aggregate principal amount of the 2015 Bonds maturing on or after May 1, 2026; and (ii) that the 2015 Bonds are deemed to be paid and that the 2015 Indenture and the pledge of Lease Payments (as such term is defined in the 2015 Indenture) and other assets made under the 2015 Indenture and all covenants, agreements and other obligations of the Authority under the 2015 Indenture have ceased, terminated, become v oid and been completely discharged and satisfied in accordance with Section 10.02 of the 2015 Indenture.

The obligations of the City of Vista under the Continuing Disclosure Agreement dated September 1, 2015, by and between the City of Vista and the 2015 Trustee have terminated as of the date hereof.

No representation is made as to the correctness of the CUSIP number either as printed on any of the 2015 Bonds or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2015 Bonds.

Dated this ____ day of ________, 2025.

VISTA JOINT POWERS FINANCING AUTHORITY
U.S. BANK TRUST COMPANY , NATIONAL

ASSOCIATION
as 2015 Trustee

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EXHIBIT B

CONDITIONAL NOTICE OF FULL OPTIONAL REDEMPTION

VISTA JOINT POWERS FINANCING AUTHORITY
2015 REFUNDING LEASE REVENUE BONDS
BASE CUSIP: 928317
NOTICE IS HEREBY GIVEN to the owners of the above-captioned bonds (the “2015 Bonds”) pursuant to the Indenture of Trust, dated as of September 1, 2015, by and between the Vista Joint Powers Financing Authority (the “Authority”) and U.S. Bank Trust Company, National Association, as trustee (the “2015 Trustee”), that all of the outstanding 2015 Bonds in the aggregate principal amount of $74,400,000 have been called for redemption on ________, 2025 (the “Redemption Date”). The 2015 Bonds were originally issued on September 15, 2015 and are described in the following table:

CUSIP
Maturity
(May 1) Rate
Principal
Amount Redemption Price
EN2 2026 5.000% $ 3,640,000 100%
EP7 2027 5.000 2,040,000 100
EZ5 2027 3.125 1,980,000 100
EQ5 2028 5.000 3,585,000 100
FA9 2028 3.250 805,000 100
ER3 2029 5.000 4,805,000 100
ES1 2030 5.000 4,760,000 100
FB7 2030 3.250 500,000 100
ET9 2031 5.250 5,735,000 100
EU6 2032 5.250 6,255,000 100
EV4 2033 5.250 6,815,000 100
EW2 2034 5.250 7,405,000 100
EX0 2035 5.250 7,025,000 100
FC5 2035 3.500 1,000,000 100
EY8 2037 5.250 18,050,000 100

On the Redemption Date, the principal amount of the 2015 Bonds at a redemption price of 100% of the principal amount plus accrued interest thereon to such date (the “Redemption Price”) will become due and payable at the principal office of the 2015 Trustee. The Redemption Price of the 2015 Bonds will become due and payable on the Redemption Date. Interest on the 2015 Bonds will cease to accrue and be payable from and after the Redemption Date, and such 2015 Bonds will be surrendered to the 2015 Trustee.

Redemption of the Bonds is conditioned upon the receipt by the Trustee of sufficient funds on or before the Redemption Date to pay the Redemption Price. In the event that such funds are not received, the redemption of the 2015 Bonds will be cancelled and the Trustee will give written notice of such cancelation to the owners of the Bonds and this notice will be deemed to be canceled and rescinded.

To receive payment on the Redemption Date, owners of the 2015 Bonds should present and to surrender said 2015 Bonds on the Redemption Date at the address of the 2015 Trustee set forth below:
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Delivery Instructions
U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Avenue E
St. Paul, Minnesota 55107

REQUIREMENT INFORMATION
For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.

IMPORTANT NOTICE
Federal law requires the 2015 Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W -9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.

If the owner of any 2015 Bond fails to deliver such 2015 Bond to the 2015 Trustee on the Redemption Date, such 2015 Bond shall nevertheless be deemed redeemed on the Redemption Date and the owner of such 2015 Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds held by the 2015 Trustee for such payment.

Note: The Authority and the 2015 Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness in the notice or as printed on any 2015 Bond. They are included solely for the convenience of the holders.

U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as 2015 Trustee
Dated this __________, 2025.
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$_________

VISTA JOINT POWERS FINANCING AUTHORITY
REFUNDING LEASE REVENUE BONDS, SERIES 2025A

BOND PURCHASE AGREEMENT
May __, 2025
Vista Joint Powers Financing Authority
200 Civic Center Drive
Vista, CA 92084
City of Vista
200 Civic Center Drive
Vista, CA 92084
Ladies and Gentlemen:

Oppenheimer & Co. Inc. (the “Underwriter”), hereby offers to enter into this bond purchase agreement (the “Bond Purchase Agreement”) with the Vista Joint Powers Financing Authority (the “Authority”) and the City of Vista (the “City”). Upon the acceptance hereof by the Authority and the City, this offer will be binding upon the Authority, the City and the Underwriter. This offer is made subject to (a) the written acceptance hereof by the Authority and the City and (b) withdrawal by the Underwriter upon written notice (by telecopy or otherwise) delivered to the Authority and the City at any time prior to each of their acceptance hereof by the Authority and the City.

1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase on the Closing Date (as defined herein), and the Authority and the City hereby agree to sell and deliver to the Underwriter on the Closing Date, $_________ principal amount of Vista Joint Powers Financing Authority Refunding Lease Revenue Bonds, Series 2025A (the “Bonds”). The Bonds are being issued pursuant to Article 4, Chapter 5, Division 7, Title 1 of the California Government Code, a resolution of the Authority authorizing the issuance of the Bonds, adopted on April __, 2025 (the “Authority Resolution”), and an Indenture, dated as of May 1, 2025 (the “Indenture”), by and among the Authority, the City and U.S . Bank Trust Company, National Association, as trustee (the “Trustee”). The City will lease certain property (collectively, the “Leased Property”) to the Authority pursuant to a Ground Lease, dated as of May 1, 2025 (the “Ground Lease”). The Leased Property will be subleased by the Authority to the City pursuant to the Lease Agreement, dated as of May 1, 2025 (the “Lease Agreement”), by and between the Authority and the City. Pursuant to an Assignment Agreement, dated as of May 1, 2025 (the “Assignment Agreement”), by and between the Authority and the Trustee, the Authority will assign, for the benefit of the owners of the Bonds, its right to receive base rental 04/08/2025
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2 payments (the “Base Rental Payments ”) made by the City under the Lease Agreement and its right to exercise rights and remedies of the Authority under the Lease Agreement (except for the right to receive Additional Rental Payments to the extent payable to the Authority and certain rights to indemnification) . All capitalized terms not defined herein shall have the respective meaning specified in Section 1.01 of the Indenture.

Under the Lease Agreement, the City is required to make Base Rental Payments and Additional Rental Payments from legally available funds in amounts calculated to be sufficient to pay principal of and interest on the Bonds when due.

Pursuant to the Indenture, the Authority will deliver a portion of the proceeds of the Bonds to the Trustee to transfer to U.S. Bank Trust Company, National Association, acting as escrow agent (the “Escrow Agent”), for deposit in an escrow fund (the “Escrow Fund”) established under the Escrow Agreement, dated as of May 1, 2025, by and among the Authority, the City and the Escrow Agent (the “Escrow Agreement”).

The Bonds are being issued to (a) refund the Authority’s outstanding 2015 Refunding Lease Revenue Bonds, (ii) [purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Insured Bonds], and (iii) pay the costs incurred in connection with the issuance of the Bonds.

The aggregate purchase price to be paid by the Underwriter for the Bonds is hereby agreed to be $ ______________, which amount represents the principal amount of the Bonds of $________________, less $ ___________, representing the Underwriter’s discount, [plus $_______________, representing an original issue premium ] (such payment and delivery of the Bonds and the other actions contemplated hereby to take place at the time of such payment and delivery being herein sometimes called the “Closing”).

The Authority and the City acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s -length commercial transaction between the Authority and the City and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Authority or the City; (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the Authority or the City with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliates of the Underwriter, has advised or is currently advising the Authority or the City on other matters) nor has it assumed any other obligation to the Authority or the City except the obligations expressly set forth in this Bond Purchase Agreement, (iv) the Underwriter has financial and other interests that differ from those of the Authority and the City; and (v) the Authority and the City have consulted with their own legal and financial advisors to the extent they deemed appropriate in connection with the offering of the Bonds.

The Authority and the City hereby acknowledge receipt from the Underwriter of disclosures required by the Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 (as set forth in MSRB Notice 2012- 25 (May 7, 2012), relating to disclosures concerning the Underwriter’s role in the transaction, disclosures concerning the Underwriter’s compensation, 04/08/2025
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3 conflict disclosures, if any, and disclosures concerning complex municipal securities financing, if any.

A Preliminary Official Statement of the City and the Authority, dated May___, 2025 (together with the Appendices thereto, any documents incorporated therein by reference and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”), has been prepared for use in marketing the Bonds, and a final Official Statement relating to the Bonds, to be dated the date hereof, as amended to conform to the terms of this Bond Purchase Agreement, and with such changes and amendments as are mutually agreed to by the Authority, the City and the Underwriter, including the cover page, inside cover page, the appendices and all information incorporated therein by reference, is herein collectively referred to as the “Official Statement,” which shall be in substantially the form of the Preliminary Official Statement, with such changes and amendments thereto as may be mutually agreed upon by the Underwriter, the Authority and the City.

The Bonds shall be dated their date of delivery, and shall have the maturities, bear interest at the rates, have reoffering yields, and be subject to redemption as shown on Exhibit A hereto.

It shall be a condition to the Authority’s obligation to sell and to deliver the Bonds to the Underwriter and to the obligation of the Underwriter to purchase, to accept delivery of and to pay for the Bonds that the entire $________________ principal amount of the Bonds as authorized by the Indenture shall be sold and delivered by the Authority and accepted and paid for by the Underwriter at the Closing. The Underwriter may change the offering prices (or yields) of the Bonds from time to time at any time . The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices . The obligation of the Authority to sell and deliver the Bonds to the Underwriter shall also be conditioned upon the delivery by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel (“Bond Counsel”), of its approving legal opinion with respect to the Bonds.

The Authority and the City hereby authorizes the Underwriter to use and distribute the Ground Lease, the Lease Agreement, the Assignment Agreement, the Indenture, the Escrow Agreement and the Preliminary Official Statement, and the information contained in such documents in connection with the public offering and sale of the Bonds. The Authority and the City have authorized the use of the Preliminary Official Statement in connection with the public offering of the Bonds by the Underwriter prior to the date hereof.

The obligation of the City to make Base Rental Payments under the Lease Agreement does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the Bonds nor the obligation of the City to make Base Rental Payments under the Lease Agreement constitutes a debt of the Authority, the City, the State of California or any of its political subdivisions in contravention of any constitutional or statutory debt limitation or restriction. The obligation of the City to make Base Rental Payments, as set forth in the Lease Agreement, shall be deemed to be and shall be construed to be a ministerial duty imposed by law and it shall be the ministerial duty of each and every public official of the City to take such actions and do such 04/08/2025
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4 things as are required by law in the performance of such duty, subject to abatement in the event of damage or destruction to, or condemnation of, the Leased Property or a portion thereof.

2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the inside cover page of the Official Statement . Subject to Section 3(c), the Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices; provided, however, that the Underwriter may offer a portion of the Bonds for sale to selected dealers who are members of the Financial Industry Regulatory Authority, and the Underwriter reserves the right to change such offering prices or yields as the Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices or at yields higher than the initial yields set forth on Exhibit A attached hereto . The Underwriter also reserves the right to over -allot or effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. None of such activities shall affect the principal amounts, maturity dates, interest rates, redemption or other provision of the Bonds or the amount to be paid by the Underwriter to the Authority for the Bonds.

3. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this Section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s municipal advisor. (b) [Except as otherwise set forth in Exhibit B attached hereto,] [T]the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity . At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. [ If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public . That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel .] For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
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5 (c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein . Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold -the- offering-price rule”) . So long as the hold-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) The Underwriter confirms that:
(i) any selling group agreement and any third- party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such third- party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (2) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
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6 (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third- party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (B) comply with the hold-the-offering- price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in the third- party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third- party distribution agreement participating in the initial sale of the Bonds to the public),
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7 (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Bond Purchase Agreement by all parties,

4. The Bonds. The Bonds will be issued, executed and delivered pursuant to the Indenture. The City Council of the City has adopted a resolution on April __, 2025, relating to the Bonds (the “City Resolution”). This Bond Purchase Agreement, the Ground Lease, the Lease Agreement, the Escrow Agreement and the Continuing Disclosure Certificate (hereinafter defined) are collectively referred to as the “City Documents.” This Bond Purchase Agreement, the Indenture, the Ground Lease , the Lease Agreement, the Escrow Agreement and the Assignment Agreement are collectively referred to as the “Authority Documents.”

5. Official Statement, Continuing Disclosure.
(a) The Authority and the City represent that they have deemed the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing as provided in and pursuant to Rule 15c2- 12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”). (b) The Underwriter agrees that, prior to the time the final Official Statement is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the second business day following the date upon which each such request is received.
(c) The Authority agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the final Official Statement relating to the Bonds as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G -32, Rule G -36 and all other applicable rules of the Municipal Securities Rulemaking Board. The Authority agrees to deliver such copies of the Official Statement within seven business days after the execution hereof. The Underwriter agrees to give notice to the Authority on the date after which the Underwriter shall no longer be obligated to deliver copies of the Official Statement pursuant to paragraph (b)(4) of the Rule, which date shall be no earlier 04/08/2025
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8 than 25 days after the “end of the underwriting period,” as determined in accordance with Section 15 herein.
(d) Prior to the earlier of (i) receipt of notice from the Underwriter that no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule or (ii) 25 days after the date of the Closing (as defined below), the Authority and the City shall provide the Underwriter with such information regarding the Authority and the City, each of their current financial conditions and ongoing operations as the Underwriter may reasonably request. (e) The City hereby covenants and agrees that it will, on or prior to the Closing Date, enter into an agreement for the benefit of the owners of the Bonds in which the City will undertake to provide financial information, operating data and notices of material events as required by paragraph (d)(2)(ii) of the Rule substantially in the form of Appendix E to the Official Statement (the “Continuing Disclosure Certificate”).

6. Representations, Warranties and Agreements of the City . The City represents, warrants and agrees as follows:
(a) The City is a charter city duly organized and validly existing under the Constitution and laws of the State of California.
(b) The City has full legal right, power and authority (i) to enter into, execute and deliver the City Documents; and (ii) to carry out and consummate the transactions on its part contemplated by the City Documents and the Official Statement. (c) By all necessary official action, the City has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and approved the distribution thereof (including in electronic form), has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations in connection with the execution and delivery of the Bonds on its part contained in the City Documents, and the consummation by it of all other transactions contemplated by the City Documents in connection with the execution and delivery of the Bonds, all pursuant to the City Resolution adopted at a meeting duly called and held in accordance with the requirements of all applicable laws and at which a quorum of the members of the City Council was continuously present. The City Resolution has not been modified, amended or rescinded since the date of its adoption.
(d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the City Documents) or other instrument to which the City is a party which breach or default has or may have an adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Bonds and the City Documents, and 04/08/2025
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9 compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City (except the Leased Property) or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the City Documents. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the execution and delivery of the Bonds under the City Documents or the consummation by it of all other transactions contemplated by the City Documents have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.
(f) There is no action, suit, proceeding, inquiry or investigation, notice of which has been duly served on the City, at law or in equity before or by any court, government agency, public board or body, pending or , to the best knowledge of the officer of the City executing this Bond Purchase Agreement, threatened against the City, affecting the existence of the City or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Bonds pursuant to the Indenture, or contesting or affecting as to the City the validity or enforceability of the City Documents, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the City to cause the execution and delivery or adoption by the City of the City Documents, or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby; nor, to the best knowledge of the City, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the Bonds or the authorization, execution, delivery or performance by the City of the City Documents. (g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in 04/08/2025
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10 connection with any such qualification or determination in any jurisdiction, and the Underwriter shall bear all costs in connection with the foregoing.
(h) As of the date thereof, the Preliminary Official Statement (other than information therein regarding DTC or its book- entry system, [information relating to the Insurer or the Insurance Policy,] or any information provided by the Underwriter) did not, except for the omission of certain information permitted to be omitted in accordance with the Rule, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(i) At the time of the City’s acceptance hereof, and (unless an event occurs of the nature described in paragraph (k) of this Section 6) at all times subsequent thereto up to and including the Closing Date, the Official Statement (other than information therein regarding DTC or its book- entry system, [information relating to the Insurer or the Insurance Policy,] or any information provided by the Underwriter) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) If the Official Statement is supplemented or amended pursuant to paragraph (k) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Official Statement (other than information therein provided by the Underwriter) as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) If between the date of this Bond Purchase Agreement and that date which is 25 days after the end of the underwriting period (as determined in accordance with Section 15 hereof) any event of which the officer of the City executing this Bond Purchase Agreement has knowledge shall occur affecting the City which might adversely affect the marketability of the Bonds or the market prices thereof, or which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter thereof, and if in the opinion of the Underwriter or the City such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense prepare and furnish to the Underwriter a reasonable number of copies of such supplement to, or amendment of, the Official Statement in a form and in a manner reasonably approved by the City, the Authority, Bond Counsel, Disclosure Counsel and the Underwriter. (l) Any certificate signed by any officer of the City and delivered to the Underwriter pursuant to the City Documents or any document contemplated thereby or required for the valid execution and delivery of the Bonds shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein.
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11 (m) The City will cause the proceeds from the sale of the Bonds to be paid to the Trustee for the purposes specified in the Indenture and the Official Statement . So long as any of the Bonds are outstanding and except as may be authorized by the Indenture, the City will not issue or sell, or cause to be issued or sold, any bonds or other obligations, other than the Bonds delivered thereunder, the interest on and premium, if any, or principal of which will be payable from Base Rental Payments.

7. Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and agrees as follows:
(a) The Authority is a joint exercise of powers entity duly organized and validly existing under the laws of the State of California pursuant to a Joint Exercise of Powers Agreement, dated as of November 13, 1989, by and between the City and the Community Development Commission of the City of Vista, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. (b) The Authority has full legal right, power and authority (i) to enter into, execute and deliver the Authority Documents and to sell and deliver the Bonds to the Underwriter as provided herein; and (ii) to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement.
(c) By all necessary official action, the Authority has duly authorized and approved the issuance of the Bonds and the Authority Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and approved the distribution thereof (including in electronic form), has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations in connection with the execution and delivery of the Bonds on its part contained in the Bonds and the Authority Documents, and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the execution and delivery of the Bonds, all pursuant to the Authority Resolution adopted at a meeting duly called and held in accordance with the requirements of all applicable laws and at which a quorum of the board members of the Authority was continuously present .

The Authority Resolution has not been modified, amended or rescinded since the date of its adoption and each Authority Document is or will be, when delivered, as applicable, the valid and binding obligation of the Authority.
(d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or the JPA Agreement, or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Authority Documents) or other instrument to which the Authority is a party which breach or default has or may have an adverse effect on the ability of the Authority to perform its obligations under the Bonds or the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Bonds and the Authority Documents, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, 04/08/2025
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12 administrative regulation, judgment, decree, loan agreement, indenture, b ond, note, resolution, agreement or other instrument to which the Authority is a party nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority (except the Leased Property) or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Authority Documents. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations in connection with the issuance of the Bonds under the Authority Documents or the consummation by it of all other transactions contemplated by the Authority Documents, including all filings with the California Secretary of State, have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Bonds and the Authority Documents have been duly obtained.
(f) The Bonds, when executed, issued, authenticated and delivered in accordance with the Indenture, and sold to the Underwriter as provided herein, will be validly executed and outstanding obligations, entitled to the benefits of the Indenture, and upon such execution and delivery, the Indenture will provide, for the benefit of the Owners from time to time of the Bonds, the legally valid and binding security interest it purports to create. (g) There is no action, suit, proceeding, inquiry or investigation, notice of which has been duly served on the Authority, at law or in equity before or by any court, government agency, public board or body, pending or, to the best knowledge of the officer of the Authority executing this Bond Purchase Agreement, threatened against the Authority, affecting the existence of the Authority or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance, execution or delivery of the Bonds pursuant to the Indenture, or contesting or affecting as to the Authority the validity or enforceability of the Bonds or the Authority Documents, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Authority to cause the issuance of the Bonds, or the execution and delivery or adoption by the Authority of the Authority Documents, or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby; nor, to the best knowledge of the Authority, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the Bonds or the authorization, execution, delivery or performance by the Authority of the Bonds or the Authority Documents.
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13 (h) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Authority shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction, and the Underwriter shall bear all costs in connection with the foregoing. (i) As of the date thereof, the information in the Preliminary Official Statement under the caption “THE AUTHORITY” did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(j) At the time of the Authority’s acceptance hereof, and (unless an event occurs of the nature described in paragraph (l) of this Section 7) at all times subsequent thereto up to and including the Closing Date, the information under the caption “THE AUTHORITY” in the Official Statement (other than information therein regarding DTC or its book- entry system, or any information provided by the Underwriter) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) If the Official Statement is supplemented or amended pursuant to paragraph (l) of this Section 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the information under the caption “THE AUTHORITY” in the Official Statement (other than information therein regarding DTC or its book- entry system, or any information provided by the Underwriter) as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(l) If between the date of this Bond Purchase Agreement and that date which is 25 days after the end of the underwriting period (as determined in accordance with Section 15 hereof) any event of which the officer of the Authority executing this Bond Purchase Agreement has knowledge shall occur affecting the Authority which might adversely affect the marketability of the Bonds or the market prices thereof, or which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriter thereof, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will at its expense prepare and furnish to the Underwriter a reasonable number of copies of such supplement to, or amendment of, the Official Statement in a form and in a manner approved by the City, the Authority, Bond Counsel, Disclosure Counsel and the Underwriter.
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14 (m) Any certificate signed by any officer of the Authority and delivered to the Underwriter pursuant to the Authority Documents or any document contemplated thereby or required for the valid execution and delivery of the Bonds shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. (n) The Authority will cause the proceeds from the sale of the Bonds to be paid to the Trustee for the purposes specified in the Indenture and the Official Statement. So long as any of the Bonds are outstanding and except as may be authorized by the Indenture, the Authority will not issue or sell any bonds or other obligations, other than the Bonds delivered thereunder, the interest on and premium, if any, or principal of which will be payable from the Revenues.

8. Closing. At 8:00 A.M., Pacific Standard time, on _______, 2025, or on such other date and time, as may be mutually agreed upon by the Authority, the City and the Underwriter (the “Closing Date”), the Authority will, subject to the terms and conditions hereof, deliver to the Underwriter, through the facilities of The Depository Trust Company (“DTC”), or at such other place as the Authority, the City and the Underwriter may mutually agree, the Bonds in definitive, fully registered form (one Bond for each maturity), duly executed and registered in the name of Cede & Co. as nominee of DTC; and, subject to the terms and conditions hereof, the Underwriter shall wire to the Trustee Federal Reserve Bank Funds in the amount of the purchase price of the Bonds.

9. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority and the City of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority and the City of their respective obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements the officers and other officials of the Authority and of the City, as the Underwriter, authorized representatives of Bond Counsel, the Trustee, and the City Attorney made in any certification or other documents furnished pursuant to the provisions hereof, and shall also be subject to the following additional conditions:
(a) The respective representations and warranties of the Authority and the City contained herein shall be true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date;
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect in accordance with their terms and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (c) All necessary official action of the Authority, the City and of the other parties thereto relating to the City Documents and the Authority Documents shall have been taken and 04/08/2025
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15 shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; and
(d) At or prior to the Closing Date, the Underwriter shall have received copies of each of the following documents:
(i) The Official Statement and each supplement or amendment, if any, thereto, executed by authorized officers of the Authority and the City; (ii) A copy of the Ground Lease, executed by the parties thereto; (iii) A copy of the Lease Agreement, executed by the parties thereto; (iv) A copy of the Escrow Agreement, executed by the parties thereto; (v) A copy of the Assignment Agreement, executed by the parties thereto; (vi) A copy of the Indenture, executed by the parties thereto; (vii) A copy of the Continuing Disclosure Certificate, executed by the City; (viii) A certified copy of the JPA Agreement;
(ix) A certificate or certificates of the City, dated the Closing Date, to the effect that:
(A) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date and the City has complied with all of the terms and conditions of this Bond Purchase Agreement required to be complied with by the City at or prior to the Closing Date;
(B) none of the proceedings or authority for (i) the authorization, sale, execution and delivery of the Bonds, (ii) the adoption of the City Resolution, or (iii) the execution and delivery of the City Documents and performance of its obligations thereunder, has been repealed, modified, amended, revoked or rescinded;
(C) except as described in the Official Statement, subsequent to June 30, 2024, and prior to Closing, there have been no material adverse changes in the financial position of the City;
(D) no event affecting the City has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and
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16 (E) No consent is required for the inclusion of the City’s fiscal year 2023-24 audited financial statements in the Official Statement. (x) A certificate or certificates of the Authority, dated the Closing Date, to the effect that:
(A) the representations and warranties of the Authority contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date and the Authority has complied with all of the terms and conditions of this Bond Purchase Agreement required to be complied with by the Authority at or prior to Closing Date;
(B) none of the proceedings or authority for (i) the authorization, sale, execution and delivery of the Bonds, (ii) the adoption of the Authority Resolution, or (iii) the execution and delivery of the Authority Documents, has been repealed, modified, amended, revoked or rescinded; and
(C) no event affecting the Authority has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect.
(xi) An opinion or opinions, dated the Closing Date and addressed to the Underwriter and the Trustee, of the City Attorney, to the effect that:
(A) The City is a municipal corporation and chartered city duly organized and validly existing under the Constitution and laws of the State of California;
(B) The City Documents have been duly approved by a resolution of the City adopted at a meeting duly called and held in accordance with the requirements of all applicable laws, with all public notice required by law, and at which a quorum of the members of the City Council was continuously present and such resolution has not been modified, amended or rescinded since the date of its adoption;
(C) Except as described in the Official Statement, there is no litigation, inquiry, or investigation pending or to the best of such counsel’s knowledge after due inquiry, threatened, which: (1) challenges the right or title of any member or officer of the City to hold his or her office or exercise or perform the powers and duties pertaining thereto; (2) challenges the validity or enforceability of the Bonds or the City Documents; (3) seeks to restrain or enjoin the sale of the Bonds or the execution and delivery by the City of, or the performance by the City of its legal obligations under, the City Documents or in which a final adverse decision could materially adversely affect the operations or financial condition of the City; or (4) contests in any way the completeness or accuracy of the Preliminary Official 04/08/2025
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17 Statement or the Official Statement, nor, to the best of such counsel’s knowledge, is there any basis therefor;
(D) The execution and delivery by the City of, and the performance by the City of its obligations under, the City Documents, do not conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the City is a party or by which it is bound and of which such counsel has knowledge;
(E) As of the date hereof, the statements and information relating to the City contained in the Preliminary Official Statement and Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(F) The City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery of the City Documents by the parties thereto other than the City, the City Documents constitute legal, valid and binding agreements of the City, enforceable against the City in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights and remedies in general, or by the application of equitable principles if equitable remedies are sought.
(G) Except as may be required under the “blue sky” or securities laws of the United States or any state, there is no authorization, approval, consent or other order of, or filing with, or certification by, the State or any other governmental authority or agency within the State having jurisdiction over the City required for the issuance of the Bonds or the consummation by the City of the other financial transactions contemplated by the Official Statement and the City Documents.
(H) Based on the information made available to the City Attorney in its role as City Attorney to the City, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement under the captions entitled “TH E CITY OF VISTA ” and “ABSENCE OF LITIGATION” , nothing has come to its attention which would lead it to believe that the Official Statement as of its date and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed and information relating to the Authority and the Depository Trust Company and its book entry system) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
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18 (xii) An opinion or opinions, dated the Closing Date and addressed to the Underwriter and the Trustee, of the City Attorney, as counsel for the Authority, to the effect that:
(A) The Authority is a joint exercise of powers entity duly organized and validly existing under the laws of the State of California pursuant to the JPA Agreement;
(B) The Authority Documents have been duly approved by the Authority Resolution adopted at a meeting duly called and held in accordance with the requirements of all applicable laws, with all public notice required by law, and at which a quorum of the members of the Board of the Authority was continuously present and such resolution has not been modified, amended or rescinded since the date of its adoption;
(C) Except as described in the Official Statement, there is no litigation, inquiry, or investigation pending to the best of such counsel’s knowledge after due inquiry, or threatened, which: (1) challenges the right or title of any Board member or officer of the Authority to hold his or her office or exercise or perform the powers and duties pertaining thereto; (2) challenges the validity or enforceability of the Bonds or the Authority Documents; (3) seeks to restrain or enjoin the sale of the Bonds or the execution and delivery by the Authority of, or the performance by the Authority of its legal obligations under, the Authority Documents or in which a final adverse decision could materially adversely affect the operations of the City with respect to the Leased Property; or (4) contests in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, nor, to the best of such counsel’s knowledge, is there any basis therefor;
(D) The execution and delivery by the Authority of, and the performance by the Authority of its obligations under, the Authority Documents, do not conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Authority is a party or by which it is bound and of which such counsel has knowledge; and
(E) The Authority Documents have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery of the Authority Documents by the parties thereto other than the Authority, the Authority Documents constitute legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights and remedies in general, or by the application of equitable principles if equitable remedies are sought.
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19 (F) Except as may be required under the “blue sky” or securities laws of the United States or any state, there is no authorization, approval, consent or other order of, or filing with, or certification by, the State or any other governmental authority or agency having jurisdiction over the Authority required for the issuance of the Bonds or the consummation by the Authority of the other financial transactions contemplated by the Official Statement and the Authority Documents.
(G) Based on the information made available to the City Attorney in its role as counsel to the Authority, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement under the captions entitled “THE AUTHORITY” and “ABSENCE OF LITIGATION”, nothing has come to the City Attorney’s attention that would lead it to believe that the statements contained in the above -referenced captions as of the date of the Official Statement and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xiii) An opinion, dated the Closing Date and addressed to the Authority, of Bond Counsel, substantially in the form set forth in Appendix D to the Official Statement, together with a letter or letters from such counsel, dated the Closing Date and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion was addressed to them;
(xiv) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, in substantially the form attached hereto as Exhibit C; (xv) A letter, dated the Closing Date and addressed to the Underwriter of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as disclosure counsel (“Disclosure Counsel”), in substantially the form attached hereto as Exhibit D; (xvi) the opinion of Nixon Peabody, LLP, as counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, in form and substance acceptable to the Underwriter.
(xvii) A certificate of an authorized officer of the Trustee satisfactory to the Underwriter, certifying substantially as follows:
(A) The Trustee is a national banking association duly organized and in good standing under the laws of the United States of America and has all necessary power and authority to enter into the Indenture and to perform its duties under the Indenture;
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20 (B) The Trustee is duly authorized to enter into the Indenture and to authenticate and deliver the Bonds to the Underwriter pursuant to the terms of the Indenture and, when executed by the other parties thereto, the Indenture will constitute a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms as to or against the Trustee (subject to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the supplication of equitable remedied, if equitable remedies are sought); (C) The Bonds have been duly authenticated by an authorized officer of the Trustee and delivered to the Underwriter pursuant to direction from the Authority;
(D) To the officer’s knowledge, the Trustee is not in breach of or default under any law or administrative rule or regulation of the State of California or of any department, division, agency or instrumentality thereof, of any applicable court or administrative decree or order, or any other material instrument to which the Trustee is a party or is otherwise subject or bound and which would materially impair the ability of the Trustee to perform its obligations under the Indenture;
(E) To the officer’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or threatened in any way against the Trustee affecting the existence of the Trustee or the titles of its directors or officers to their respective offices, or seeking to restrain or enjoin the authentication or delivery of the Bonds by the Trustee, the application of the proceeds thereof by the Trustee in accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the Bonds or the Indenture;
(F) To the officer’s knowledge, the execution and delivery of the Indenture by the Trustee will not conflict with or constitute a breach of or default under the Trustee’s duties under such documents, or any law, administrative regulation, court decree, resolution, articles of association, bylaws or other material agreement to which the Trustee is subject or by which it is bound; and (G) To the officer’s knowledge, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication and delivery of the Bonds by the Trustee, the execution and delivery of the Indenture by the Trustee, the performance of the Trustee’s duties under the Indenture or the consummation by the Trustee of the other transactions contemplated by the Indenture, except as such may be required under the state securities or blue sky laws in connection with the distribution of the Bonds by the Underwriter.
(xviii) A certificate of an authorized officer of the Escrow Agent satisfactory to the Underwriter, certifying substantially as follows:
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21 (A) The Escrow Agent is a national banking association duly organized and in good standing under the laws of the United States of America and has all necessary power and authority to enter into the Indenture and to perform its duties under the Escrow Agreement;
(B) The Escrow Agent is duly authorized to enter into the Escrow Agreement and, when executed by the other parties thereto, the Indenture will constitute a legal, valid and binding obligation of the Escrow Agent enforceable in accordance with its terms as to or against the Escrow Agent (subject to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the supplication of equitable remedied, if equitable remedies are sought);
(C) To the officer’s knowledge, the Escrow Agent is not in breach of or default under any law or administrative rule or regulation of the State of California or of any department, division, agency or instrumentality thereof, of any applicable court or administrative decree or order, or any other material instrument to which the Escrow Agent is a party or is otherwise subject or bound and which would materially impair the ability of the Escrow Agent to perform its obligations under the Escrow Agreement;
(D) To the officer’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or threatened in any way against the Escrow Agent affecting the existence of the Escrow Agent or the titles of its directors or officers to their respective offices, or seeking to restrain or enjoin the authentication or delivery of the Bonds by the Escrow Agent, the application of the proceeds thereof by the Escrow Agent in accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the Escrow Agreement; (E) To the officer’s knowledge, the execution and delivery of the Escrow Agreement by the Escrow Agent will not conflict with or constitute a breach of or default under the Escrow Agent’s duties under such documents, or any law, administrative regulation, court decree, resolution, articles of association, bylaws or other material agreement to which the Escrow Agent is subject or by which it is bound; and
(F) To the officer’s knowledge, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Escrow Agent that has not been obtained is or will be required for the authentication and delivery of the Bonds by the Escrow Agent, the execution and delivery of the Escrow Agreement by the Escrow Agent, the performance of the Escrow Agent’s duties under the Escrow Agreement or the consummation by the Escrow Agent of the other transactions contemplated by the Indenture, except as such may be required under the state securities or blue sky laws in connection with the distribution of the Bonds by the Underwriter.
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22 (xix) An opinion of counsel to the Trustee in form and substance acceptable to the Underwriter;
(xx) An opinion of counsel to the Escrow Agent in form and substance acceptable to the Underwriter;
(xxi) [A verification report of _____________;]
(xxii) 15c2-12 certificates of City and the Authority;
(xxiii) Certified copies of the City Resolution and the Authority Resolution; (xxiv) Evidence, satisfactory to the Underwriter, that the Bonds have been assigned the rating of “ ____” by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business ; [ADD INSURANCE RATINGS IF INSURANCE PURCHASED];
(xxv) The Blanket Letter of Representations of the Authority to DTC, relating to the book-entry only system;
(xxvi) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City’s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City and the Authority on or prior to the date of the Closing of all the agreements then to be performed and conditions then to be satisfied by each of them.

All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to Bond Counsel, Disclosure Counsel and the Underwriter.

If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and none of the Underwriter, the Authority or the City shall be under any further obligation hereunder.

10. Termination. The Underwriter shall have the right to terminate the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority and the City in writing, of its election to do so, if, after the execution hereof and prior to the Closing:
(a) the United States has become engaged in, or there has been an escalation of, hostilities which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or market price of the Bonds;
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23 (b) there shall have occurred the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (c) an event shall have occurred, or been discovered as described in paragraph (k) of Section 6 or paragraph (l) of Section 7 hereof, which in the reasonable opinion of the Underwriter requires the preparation and publication of disclosure material or a supplement or amendment to the Official Statement, and the Authority or the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(d) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which, in the Underwriter’s reasonable opinion, materially adversely affects the market price of the Bonds; (e) there shall have occurred or any notice shall have been given of any intended downgrading, suspension, withdrawal or negative change in credit watch status by any national rating service to any of the Authority’s or the City’s obligations; (f) legislation shall be introduced, by amendment or otherwise, or be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the execution, issuance, delivery, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby or by the Official Statement;
(g) additional restrictions not in force as of the date hereof materially affecting the market for securities shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (h) the New York Stock Exchange, or other national securities exchange or association or any governmental authority, shall impose as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by or the charge to the net capital requirements of broker-dealers;
(i) trading in securities on the New York Stock Exchange or other national securities exchange or association shall have been suspended or limited or minimum prices have been established on either such exchange;
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24 (j) any action shall have been taken by any government in respect of its monetary affairs which, in the reasonable opinion of the Underwriter, has a material adverse effect on the United States municipal securities market; or as of the date hereof that in the Underwriter’s reasonable opinion materially adversely affects the marketability or market price of the Bonds; or (k) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially and adversely affected by disruptive events occurrences or conditions in the securities or debt markets, including a major financial crisis, a material disruption in commercial banking or securities settlement or clearance services.

If this Bond Purchase Agreement shall be terminated pursuant to this Section 10, or if the purchase provided for herein is not consummated because any condition to the Underwriter’s obligations hereunder is not satisfied or because of any refusal, inability or failure on the part of the City or the Authority to comply with any of the terms or to fulfill any of the conditions of this Bond Purchase Agreement, or if for any reason the City or the Authority shall be unable to perform all of its respective obligations under this Bond Purchase Agreement, neither the City nor the Authority shall be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Bond Purchase Agreement. The Underwriter may, in its sole discretion, waive any of the conditions set forth in Section 9 or this Section 10.

11. Changes in Official Statement . After the Closing, neither the Authority nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing.

12. Payment of Costs and Expenses.
(a) All costs and expenses incident to the sale and delivery of the Bonds to the Underwriter shall be payable by the Authority from the proceeds of the Bonds, including, but not limited to: (i) the fees and expenses of the City, its counsel and consultants; (ii) the fees and expenses of the Authority, its counsel and consultants; (iii) the fees and expenses of Bond Counsel; (iv) the fees and expenses of Disclosure Counsel; (v) the fees and expenses of NHA Advisors, LLC the City’s municipal advisor; (vi) all expenses in connection with the preparation and printing of the Bonds; (vii) all expenses in connection with the preparation, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto; (viii) the initial fees and expenses of the Trustee, including the reasonable fees and expenses of its counsel; and (ix) the fees and expenses of any rating agency rating the Bonds.
(b) The Underwriter shall pay all expenses incurred by it in connection with the public offering and distribution of the Bonds including, but not limited to: (i) all advertising expenses in connection with the offering of the Bonds; (ii) the fees and disbursements of Underwriter’s counsel, if any, and (iii) all out -of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including, air travel and hotel accommodations in connection with the pricing of the Bonds; investor meetings, rating agency trips and meetings; the Closing; meals and transportation for the City, the Underwriter and other working group personnel during rating agency, investor meetings; pricing 04/08/2025
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25 and Closing trips; expenses related to attending working group meetings, such as parking, meals and transportation and any other miscellaneous costs associated with the Closing; (iv) all other expenses incurred by the Underwriter in connection with the public offering and distribution of Bonds, except as provided in (a) above or as otherwise agreed to by the Underwriter and the City, and (v) the fees of the California Debt and Investment Advisory Commission.

13. Notices. Any notice or other communication to be given under this Bond Purchase Agreement may be given by delivering the same in writing:

To the Authority: Vista Joint Powers Financing Authority 200 Civic Center Drive
Vista, CA 92084
Attention: Executive Director
Attention: Treasurer
To the City: City of Vista
200 Civic Center Drive
Vista, CA 92084
Attention: City Manager

To the Underwriter: Oppenheimer & Co. Inc.
135 Main Street, Suite 1700
San Francisco, CA 94105
Attention: Mr. Richard Brandis, Managing Director

14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof .

All of the Authority’s and the City’s representations, warranties and agreements contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of: (a) any investigations made by or on behalf of the Underwriter; (b) delivery of and payment for the Bonds pursuant to this Bond Purchase Agreement; and (c) any termination of this Bond Purchase Agreement.

15. Determination of End of the Underwriting Period. For purposes of this Bond Purchase Agreement, the end of the underwriting period for the Bonds shall mean the earlier of (a) the Closing Date unless the City and the Authority have been notified in writing by the Underwriter, on or prior to the Closing Date, that the “end of the underwriting period” for the Bonds for all purposes of the Rule will not occur on the Closing Date, or (b) the date on which notice is given to the City and the Authority by the Underwriter in accordance with the following sentence. In the event that the Underwriter has given notice to the City and the Authority pursuant to clause (a) above that the “end of the underwriting period” for the Bonds will not occur on the Closing Date, the Underwriter agrees to notify the City and the Authority in writing as soon as practicable following the “end of the underwriting period” for the Bonds for all purposes of the Rule. The Underwriter agrees to file a copy of the Official Statement with each of the nationally recognized municipal securities information repositories. 04/08/2025
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26 16. No Assignment. This Bond Purchase Agreement is entered into between the City, the Authority and the Underwriter, and is solely for the benefit of the City, the Authority, the Underwriter and their respective successors or assigns, and no person other than the foregoing shall acquire or have any right under or by virtue of this Bond Purchase Agreement. All of the representations, warranties and agreements contained in this Bond Purchase Agreement shall survive the delivery of and payment for the Bonds and any termination thereof.

17. Effectiveness. This Bond Purchase Agreement shall become effective upon the execution of the acceptance by an authorized representative of the City and an authorized representative of the Authority and shall be valid and enforceable at the time of such acceptance.

18. Headings. The headings of the Sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

19. Governing Law. This Bond Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California.

20. Counterparts. This Bond Purchase Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
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27 If the foregoing is in accordance with your understanding of this Bond Purchase Agreement please sign and return to us the enclosed duplicate copies hereof, whereupon it will become a binding agreement among the City, the Authority and the Underwriter in accordance with its terms.

Very truly yours,
OPPENHEIMER & CO. INC., as Underwriter
By:

Managing Director

VISTA JOINT POWERS FINANCING

AUTHORITY
By
Executive Director

CITY OF VISTA
By
City Manager
Time of Execution:

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Exhibit A

Page 1 ends

Vista City CouncilApril 8, 2025

Vista City Council
April 8, 2025