Resolution No. PFA 2026-XX
Date Adopted _____, 2026
MORENO VALLEY PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 2026-XX
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
NOT TO EXCEED $150,000,000 AGGREGATE PRINCIPAL
AMOUNT OF LEASE REVENUE BONDS, SERIES 2026A TO
FINANCE CERTAIN CAPITAL IMPROVEMENTS OF THE
CITY OF MORENO VALLEY; APPROVING THE FORM OF AN
OFFICIAL STATEMENT; AND AUTHORIZING THE
EXECUTION AND DELIVERY OF NECESSARY DOCUMENTS
AND THE TAKING OF ALL NECESSARY ACTIONS
RELATING TO THE FINANCING
WHEREAS, the City of Moreno Valley (the “City”) and the former Community Redevelopment Agency of the City of Moreno Valley (the “Agency”) have heretofore executed a Joint Exercise of Powers Agreement, dated as of October 28, 1997 (the “Joint Powers Agreement”), by and between the City and the Agency, which Joint Powers Agreement creates and establishes the Moreno Valley Public Financing Authority (the “Authority”);
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Powers Agreement, the Authority is authorized to issue bonds for the purposes of financing and refinancing public capital improvements whenever there are significant public benefits to be realized; WHEREAS, in order to refund the outstanding Moreno Valley Public Financing Authority Lease Revenue Refunding Bonds, Series 2014, the Authority issued its Moreno Valley Public Financing Authority Lease Revenue Refunding Bonds, Series 2024A (the “Series 2024A Bonds”) pursuant to an Indenture, dated as of August 1, 2024 (the “2024 Indenture”), by and among the Authority, the City and Wilmington Trust, National Association (the “Trustee”);
WHEREAS, in order to facilitate the issuance of the Series 2024A Bonds, the City and the Authority entered into a Ground Lease, dated as of August 1, 2024 (the “2024 Ground Lease”), pursuant to which the City leased certain real property and improvements thereon, consisting of City Hall (the “Existing Leased Assets”) to the Authority, and a Lease Agreement, dated as of August 1, 2024 (the “2024 Lease Agreement”), pursuant to which the Authority subleased the Existing Leased Assets to the City; and WHEREAS, the Authority and the City desire to issue a series of Additional Bonds (as defined in the 2024 Indenture) to finance the costs of the acquisition, construction and/or installation of certain City facilities, including but not limited to the City’s Public Safety Campus project, the replacement of the fueling station at the City’s Corporate yard, the remodeling of various Fire Stations throughout the City and certain other public capital improvements of the City (collectively, the “2026 Project”);
Resolution No. PFA 2026-XX
Date Adopted _____, 2026
2 WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and the residents of the City to authorize the preparation, sale and delivery of the “Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A” (the “Series 2026A Bonds”) for the purpose of financing all or a portion of the costs of the 2026 Project”;
WHEREAS, in order to facilitate the issuance of the Series 2026A Bonds, the City and the Authority desire to enter into a First Amendment to Ground Lease, by and between the City and the Authority, which amends the 2024 Ground Lease (the “First Amendment to Ground Lease” and with the 2024 Ground Lease as so amended, the “Ground Lease”), and a First Amendment to Lease Agreement, by and between the City and the Authority, which amends the 2024 Lease Agreement (the “First Amendment to Lease Agreement” and with the 2024 Lease Agreement as so amended, the “Lease Agreement”), pursuant to which, among other things, the City and the Authority will add to the Existing Leased Assets certain additional City property identified in the First Amendment to Ground Lease and the First Amendment to Lease Agreement (the “Additional Leased Assets” and, together with the Existing Leased Assets, the “Leased Assets”);
WHEREAS, pursuant to the Ground Lease, the City will lease the Leased Assets to the Authority, and pursuant to the Lease Agreement, the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Series 2024A Bonds and the Series 2026A Bonds by the Authority pursuant to the 2024 Indenture, as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and with the 2024 Indenture as so amended and supplemented, the “Indenture”) by and among the Trustee, the City and the Authority;
WHEREAS, in connection with the issuance of the Series 2024A Bonds, the Authority and the Trustee entered into an Assignment Agreement (the “2024 Assignment Agreement”) in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee, and the Authority and, in connection with the Series 2026A Bonds, the Trustee expects to enter into a First Amendment to Assignment Agreement (the “First Amendment to Assignment Agreement” and with the 2024 Assignment Agreement, the “Assignment Agreement”); WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Series 2026A Bonds and to enter into a Bond Purchase Agreement (the “Bond Purchase Agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) governing the terms of the Underwriter’s purchase of the Series 2026A Bonds from the Authority; WHEREAS, a form of an Official Statement with respect to the Series 2026A Bonds (the “Official Statement”) has been prepared;
WHEREAS, Section 5852.1 of the California Government Code, which became effective on January 1, 2018, enacted pursuant to Senate Bill 450 (Chapter 625 of the 2017- 2018 Session of the California Legislature) (“SB 450”), requires that the Board of Directors obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Series 2026A
Resolution No. PFA 2026-XX
Date Adopted _____, 2026
3 Bonds, with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the Series 2026A Bonds; (b) the sum of all fees and charges to be paid to third parties with respect to the Series 2026A Bonds; (c) the amount of proceeds of the Series 2026A Bonds that is expected to be received net of the fees and charges to be paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2026A Bonds; and (d) the sum total of all debt service payments on the Series 2026A Bonds calculated to the final maturity of the Series 2026A Bonds plus the fees and charges to be paid to third parties which are not paid from the proceeds of the Series 2026A Bonds;
WHEREAS, in compliance with SB 450, the Board of Directors has obtained from Fieldman, Rolapp & Associates, Inc., as the City’s municipal advisor (the “Municipal Advisor”), and the Underwriter, the required good faith estimates and such estimates are disclosed and set forth on Exhibit A;
WHEREAS, there have been submitted to and are on file with the Secretary proposed forms of the First Supplemental Indenture, the First Amendment to Ground Lease, the First Amendment to Lease Agreement, the First Amendment to Assignment Agreement, the Bond Purchase Agreement and the Preliminary Official Statement; WHEREAS, the issuance of the Series 2026A Bonds by the Authority and the execution and delivery of the Indenture, the Ground Lease, the Lease Agreement and the Assignment Agreement by the Authority will result in significant public benefits within the meaning of Section 6586 of the Act through demonstrable savings in the effective interest rates and bond issuance costs and a more efficient delivery of City services to residential and commercial development; and
WHEREAS, the City Council of the City of Moreno Valley, determined that based on the Revised Final Environmental Impact Report (2024 RFEIR) certified by the City Council as Lead Agency on April 21, 2026, as part of the Moreno Valley 2040 General Plan Update (State Clearinghouse No. 2020039022), which provides a programmatic review of the potential impacts associated with the implementation of the overall General Plan, the 2026 Project qualifies for an exemption under CEQA Guidelines Section 15183.
NOW THEREFORE, THE BOARD OF DIRECTORS OF THE MORENO VALLEY
PUBLIC FINANCING AUTHORITY HEREBY FINDS, DETERMINES, DECLARES AND RESOLVES AS FOLLOWS:
SECTION 1. All of the recitals set forth above are true and correct, and the Board of Directors so finds and determines.
SECTION 2. The Board of Directors hereby approves the issuance of the Series 2026A Bonds by the Authority, in an aggregate principal amount not to exceed $150,000,000, to finance all or a portion of the costs of the design, construction, and rehabilitation of the 2026 Project; provided that the maturity date or dates (not beyond November 1, 2057), interest rate or rates (not to exceed a true interest cost of 5.75%), interest payment dates, series, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Series 2026A Bonds shall be as
Resolution No. PFA 2026-XX
Date Adopted _____, 2026
4 provided in the Indenture, as finally executed. The Chair, the Vice Chair, the Executive Director, the Treasurer and the Secretary (the “Authorized Officers”) of the Authority are hereby directed to perform the duties, if any, imposed upon each of them by the provisions of the financing documents approved herein, including the Indenture, the Ground Lease, the Lease Agreement, the Assignment Agreement and the Bond Purchase Agreement.
SECTION 3. The proposed form of First Supplemental Indenture, on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Supplemental Indenture in substantially the same form, with such changes therein as such officers may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof.
SECTION 4. The proposed form of First Amendment to Ground Lease, on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Amendment to Ground Lease in substantially the same form, with such changes therein as such officers may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof; provided, however, that the term of said Ground Lease shall end no later than November 1, 2057, with an extension period not exceeding 10 years.
SECTION 5. The proposed form of First Amendment to Lease Agreement, on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Amendment to Lease Agreement in substantially the same form, with such changes therein as such officers may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof; provided, however, that the term of said Lease Agreement shall end no later than November 1, 2057, with an extension period not exceeding 10 years.
SECTION 6. The proposed form of First Amendment to Assignment Agreement, on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Amendment to Assignment Agreement in substantially the same form, with such changes therein as such officers may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof.
SECTION 7. The proposed form of Bond Purchase Agreement, on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, or any such officer’s designee, are each hereby authorized and directed, on behalf of the Authority, to execute and deliver the Bond Purchase Agreement in substantially the same form, with such changes therein as such officer may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriting discount (not including original issue discount) shall not exceed 0.40% of the aggregate principal amount of the Series 2026A Bonds.
Resolution No. PFA 2026-XX
Date Adopted _____, 2026
5 SECTION 8. The proposed form of Official Statement relating to the Series 2026A Bonds, in its preliminary form on file with the Secretary, is hereby approved. The Authorized Officers, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver a final Official Statement in substantially the same form as the preliminary Official Statement, with such changes therein as such officer may require or approve, with such approval being conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby directed to distribute copies of the Official Statement to all actual purchasers of the Series 2026A Bonds. Distribution by the Underwriter of the preliminary Official Statement relating to the Series 2026A Bonds is hereby approved and the Authorized Officers, jointly and severally, are hereby authorized and directed to execute a certificate confirming that the preliminary Official Statement has been “deemed final” by the Authority for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934.
SECTION 9. In accordance with SB 450, good faith estimates of the following have been obtained from the Municipal Advisor and the Underwriter and are set forth on Exhibit A:
(a) the true interest cost of the Series 2026A Bonds; (b) the sum of all fees and charges to be paid to third parties with respect to the Series 2026A Bonds; (c) the amount of proceeds of the Series 2026A Bonds that is expected to be received net of the fees and charges to be paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2026A Bonds; and (d) the sum total of all debt service payments on the Series 2026A Bonds calculated to the final maturity of the Series 2026A Bonds plus the fees and charges to be paid to third parties which are not paid with the proceeds of the Series 2026A Bonds.
SECTION 10. The Authorized Officers and the Board of Directors are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates or revise any and all documents approved herein which they deem necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and otherwise to effectuate the purposes of this Resolution, including but not limited to, adding property to substituting property for, or removing property from, the Leased Assets and the transactions contemplated hereby, taking such steps as may be necessary to record or cause to be recorded the First Amendment to Ground Lease, the First Amendment to Lease Agreement (or a memorandum thereof) and the First Amendment to Assignment Agreement in the Office of the Riverside County Recorder, and taking such steps as may be necessary to clear any title exceptions to any of the Leased Assets. Specifically and without limiting the foregoing, the Authorized Officers are authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Series 2026A Bonds, provided that an Authorized Officer 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 the terms thereof, are hereby authorized and approved.
SECTION 11. All actions heretofore taken by the Authorized Officers and other officers and agents of the Authority, or by the Board of Directors of the Authority, with respect to the financing are hereby ratified, confirmed and approved.
Resolution No. PFA 2026-XX
Date Adopted _____, 2026
6 SECTION 12. The Board of Directors hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.
SECTION 13. This Resolution shall take effect from and after its adoption and approval
APPROVED AND ADOPTED this 6
th day of October, 2026.
Ulises Cabrera, Chairperson
ATTEST:
M. Patricia Rodriguez, Secretary
APPROVED AS TO FORM:
Steven B. Quintanilla, General Counsel
A-1
EXHIBIT A
GOOD FAITH ESTIMATES
The following information was obtained from the Municipal Advisor and the Underwriter, and is provided in compliance with Section 5852.1 of the California Government Code with respect to the base rental payments evidenced by the Series 2026A Bonds:
1. True Interest Cost of the Base Rental Payments Evidenced by the Series 2026A Bonds. Assuming the principal amount of the Series 2026A Bonds issued by the Authority is $134,360,000 (the “Estimated Par Amount”), and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the base rental payments evidenced by the Series 2026A Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series 2026A Bonds, is 4.92%.
2. Finance Charge of the Series 2026A Bonds. Assuming the Estimated Par Amount of the Series 2026A Bonds is sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the City’s finance charge of the Series 2026A Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2026A Bonds), is $2,055,956.
3. Amount of Proceeds to be Received. Assuming the Estimated Par Amount of the Series 2026A Bonds is sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the amount of proceeds expected to be received by the City following the Authority’s sale of the Series 2026A Bonds, less the finance charge of the Series 2026A Bonds described in paragraph 2 above and any reserves or capitalized interest paid or funded with proceeds of the Series 2026A Bonds, is $135,000,000.
4. Total Payment Amount. Assuming the Estimated Par Amount of the Series 2026A Bonds is sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the total payment amount, which means the sum total of all base rental payments the City will pay, plus the finance charge of the Series 2026A Bonds described in paragraph 2 above not paid with the proceeds of the Series 2026A Bonds, calculated to the final base rental payment evidenced by the Series 2026A Bonds, is $261,987,172.
Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from those presently estimated due to variations from these estimates in the timing of the sale of the Series 2026A Bonds, the actual principal amount of Series 2026A Bonds sold, the amortization of the Series 2026A Bonds sold and market interest rates at the time of sale. The date of sale and the amount of Series 2026A Bonds sold will be determined by the City based on market conditions and other factors. The actual interest rates at which the Series 2026A Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the Series 2026A Bonds will also depend, in part, on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the City’s control.
SECRETARY’S CERTIFICATE
The undersigned, Secretary of the Moreno Valley Public Financing Authority, does hereby certify as follows:
The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the Board of Directors of the Moreno Valley Public Financing Authority at a regular meeting of said Board duly and regularly and legally held at the Council Chambers of the City Council, City Hall, 14177 Frederick Street, Moreno Valley, California, on October 6, 2026, of which all of such members had due notice, as follows:
AYES:
NOES:
ABSTAIN:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at 14177 Frederick Street, Moreno Valley, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.
I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.
Dated: __________, 2026
M. Patricia Rodriguez,
Secretary of the Moreno Valley Public
Financing Authority
[Seal]