Stradling Yocca Carlson & Rauth
Draft of 9/17/2026
4920-9687-7002v7/022432-0051
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 1, 2026
Amending and Supplementing the
INDENTURE
Dated as of August 1, 2024
by and among
MORENO VALLEY PUBLIC FINANCING AUTHORITY
and
CITY OF MORENO VALLEY
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
Relating to
$___________
MORENO VALLEY PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026A
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TABLE OF CONTENTS
Page
ARTICLE XII
DEFINITIONS
Section 12.01 Definitions........................................................................................................2
ARTICLE XIII
THE SERIES 2026A BONDS
Section 13.01 Authorization and Issuance of Series 2026A Bonds........................................3 Section 13.02 Terms of the Series 2026A Bonds....................................................................4 Section 13.03 Form of Series 2026A Bonds...........................................................................5
ARTICLE XIV
APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS
Section 14.01 Application of Proceeds of Sale of Series 2026A Bonds.................................5 Section 14.02 Establishment and Application of the Project Fund .........................................5
ARTICLE XV
REDEMPTION OF SERIES 2026A BONDS
Section 15.01 Redemption of Series 2026A Bonds ................................................................6
ARTICLE XVI
THE SERIES 2026A INSURANCE POLICY
Section 16.01 Series 2026A Insurer’s Rights..........................................................................7 Section 16.02 Modification or Amendments Permitted..........................................................8 Section 16.03 Defeasance of Insured Series 2026A Bonds.....................................................9 Section 16.04 Claims Upon the Series 2026A Insurance Policy and Payments by and to the Series 2026A Insurer..............................................................................9 Section 16.05 Provision of Information and Notice to 2026A Bond Insurer........................11
ARTICLE XVII
AMENDMENTS AND EFFECTIVENESS
Section 17.01 Amendments to Section 11.01 of the 2024 Indenture ....................................12 Section 17.02 Survival of 2024 Indenture.............................................................................13
ARTICLE XVIII
MISCELLANEOUS
Section 18.01 Partial Invalidity .............................................................................................13 Section 18.02 Waiver of Personal Liability ..........................................................................13 Section 18.03 Successor Deemed Included in all References to Predecessor....................... 13 Section 18.04 Execution in Counterparts..............................................................................13 TABLE OF CONTENTS (Continued)
Page
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Section 18.05 Governing Law...............................................................................................13 Signature Page ...................................................................................................................... S-1 EXHIBIT A FORM OF SERIES 2026A BOND .......................................................................A-1 EXHIBIT B DESCRIPTION OF 2026A PROJECT..................................................................B-1 EXHIBIT C PROJECT FUND REQUISITION ........................................................................C-1 4920-9687-7002v7/022432-0051
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2026 (the “First Supplemental Indenture”), is entered into by and among the MORENO VALLEY PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF MORENO VALLEY, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”), and supplements and amends the INDENTURE, dated as of August 1, 2024 (the “2024 Indenture”) by and among the Authority, the City and the Trustee.
WITNESSETH:
WHEREAS, the Authority previously issued its Moreno Valley Public Financing Authority Lease Revenue Refunding Bonds, Series 2024A (the “Series 2024A Bonds”) pursuant to the 2024 Indenture to refund the outstanding Moreno Valley Public Financing Authority Lease Revenue Refunding Bonds, Series 2014; and
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 finance the costs of the acquisition, design, construction, installation, improvement, replacement and equipping of certain capital improvement projects of the City described in Exhibit B hereto through the issuance by the Authority of the Series 2026A Bonds (as defined herein) as Additional Bonds (as defined in the 2024 Indenture) under the 2024 Indenture, which are payable from the Base Rental Payments (as defined in the 2024 Indenture) to be made by the City under the Lease Agreement (as defined herein); and 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 August 1, 2024; and
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Series 2026A Bonds, in the aggregate principal amount of $________, in order to finance the 2026 Project described in Exhibit B hereto; and
WHEREAS, the Series 2024A Bonds and the Series 2026A Bonds will be payable equally and ratably from the Base Rental Payments; and
WHEREAS, in order to provide for the authentication and delivery of the Series 2026A Bonds, to establish and declare the terms and conditions upon which the Series 2026A Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this First Supplemental Indenture; and
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:
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ARTICLE XII
DEFINITIONS
Section 12.01 Definitions. Except as otherwise provided in this Section 12.01, all terms used herein which are defined in the 2024 Indenture shall have the meanings assigned to them therein. All other capitalized terms used herein without definition shall have the meaning given to such terms in the Lease Agreement.
“Bonds” means the Series 2024A Bonds, the Series 2026A Bonds and any Additional Bonds issued under the Indenture.
“Bond Insurer” means, with respect to the Series 2024A Bonds, the Series 2024A Insurer, with respect to the Series 2026A Bonds, the Series 2026A Insurer and with respect to any Series of Additional Bonds, an issuer or issuers of a policy or policies of municipal bond insurance obtained by the Authority to insure the payment of principal of or interest on a Series of Additional Bonds when due, and which, in fact, are at any time insuring such Series of Additional Bonds. “Closing Date” means, with respect to the Series 2026A Bonds, _____ __, 2026. “First Amendment to Lease Agreement” means the First Amendment to Lease Agreement, dated as of November 1, 2026, by and between the Authority and the City. “Indenture” means this Indenture, as originally executed, as amended and supplemented by this First Supplemental Indenture, and as it may be further amended or supplemented from time to time by any Supplemental Indenture.
“Insolvency Proceeding” has the meaning given to such term in Section 16.01(a) hereof with respect to the Series 2026A Bonds.
“Insured Series 2026A Bonds” means the Series 2026A Bonds maturing on and after November 1, 20__.
“Insurer Reimbursement Amounts” has the meaning given to such term in Section
16.05(d) hereof with respect to the Series 2026A Bonds. “Insurer’s Fiscal Agent” has the meaning given to such term in Section 16.05(a) hereof with respect to the Series 2026A Bonds.
“Interest Payment Date” means, with respect to the Series 2026A Bonds, May 1 and November 1 of each year, commencing on [May 1, 2027].
“Late Payment Rate” means, with respect to the Series 2026A Bond, the lesser of: (a) the greater of: (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 5%; and (ii) the then applicable highest rate of interest on the Insured Series 2026A Bonds; and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.
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“Lease Agreement” means the Lease Agreement, dated as of August 1, 2024, by and between the City and the Authority, as originally executed, as amended by the First Amendment to Lease Agreement, and as it may be from time to time further amended in accordance with the provisions thereof.
“Policy Payments Account” has the meaning given to such term in Section 16.05(c) hereof. “Series 2026A Account ” means the fund by that name established in accordance with Section 14.02 hereof.
“Reserve Fund Requirement” means, (a) with respect to the Series 2024A Bonds, an amount equal to $2,441,250; (b) with respect to the Series 2026A Bonds, an amount equal to $0; and (c) with respect to any Additional Bonds, such amounts as shall be determined in accordance with the Supplemental Indenture.
“Series 2026A Bonds” means the Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A issued pursuant to the Indenture.
“Series 2026A Insurance Policy” means the municipal bond policy No. _______ issued by the Series 2026A Insurer guaranteeing the scheduled payment of principal of and interest on the Insured Series 2026A Bonds when due.
“Series 2026A Insurer” means Assured Guaranty Inc., or any successor thereto or assignee thereof.
“Series 2026A Project Account” means the account by that name established in accordance with Section 14.02 hereof.
“Term Bonds” means with respect to the Series 2026A Bonds, the Series 2026A Bonds maturing on November 1, 20__ and November 1, 20__.
ARTICLE XIII
THE SERIES 2026A BONDS
Section 13.01 Authorization and Issuance of Series 2026A Bonds. Pursuant to Section
2.01 of the 2024 Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture. The Authority and the City have determined that all acts and proceedings required by law necessary to make the Series 2026A 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, have been done and taken, and the execution and delivery of this First Supplemental Indenture has been in all respects duly authorized. The Series 2026A Bonds are hereby designated the “Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A.”
The Authority may, at any time, execute the Series 2026A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2026A Bonds and deliver 4920-9687-7002v7/022432-0051 4
the Series 2026A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
As set forth in Section 5.01 of the 2024 Indenture, subject only to the provisions of the 2024 Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein and 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 Project Fund, the Principal Fund, the Redemption Fund and the Reserve Fund (provided, however, that amounts in the Series 2024A Bonds Account of the Reserve Fund shall secure only the Series 2024A Bonds and shall not secure the Series 2026A Bonds or any Additional Bonds) 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 shall constitute a first lien on such assets.
Section 13.02 Terms of the Series 2026A Bonds.
(a) The Series 2026A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2026A Bond shall have more than one maturity date. The Series 2026A Bonds shall initially be issued as Book-Entry Bonds. The Series 2026A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $______, shall mature on November 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
(November 1) Principal Amount Interest Rate
I Insured Series 2026A Bond.
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* Term Bond.
(b) Interest on the Series 2026A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2026A 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 2026A 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 2026A 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 2026A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a) of the 2024 Indenture, interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2026A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2026A Bonds who have provided account information and wiring instructions satisfactory to the Trustee.
(c) The principal and premium, if any, of the Series 2026A 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.
Section 13.03 Form of Series 2026A Bonds. The Series 2026A 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 by the 2024 Indenture and hereby.
ARTICLE XIV
APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS
Section 14.01 Application of Proceeds of Sale of Series 2026A Bonds. On the Closing Date, the net proceeds of the sale of the Series 2026A Bonds received by the Trustee, $______ (being the $______ purchase price for the Series 2026A Bonds, less $______ paid directly to the Series 2026A Insurer by the underwriter of the Series 2026A Bonds representing the premiums for the Series 2026A Insurance Policy), shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $______ in the Costs of Issuance Fund; and
(b) The Trustee shall deposit the amount of $______ in the Series 2026A Account of the Project Fund.
The Trustee may establish one or more temporary funds or accounts in its records to record and facilitate such deposits and transfers.
Section 14.02 Establishment and Application of the Project Fund. 4920-9687-7002v7/022432-0051 6
(a) The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.” Within the Project Fund, the Trustee shall establish a “Series 2026A Account.” On the Closing Date, there shall be deposited in the Costs of Project Fund the amount specified in Section 14.01 hereof.
(b) The moneys in the Series 2026A Account shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit C to this First Supplemental Indenture. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amounts in the Series 2026A Account are no longer necessary for payment of the cost of the 2026 Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Series 2026A Account not needed for Series 2026A Account purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section 5.02 of the 2024 Indenture, or (b) to the City for use on eligible capital facilities, and the Series 2026A Account shall be closed. (c) Investment earnings on amounts on deposit in the Series 2026A Account of the Project Fund shall remain on deposit in the Series 2026A Account of the Project Fund for application in accordance with this Section.
ARTICLE XV
REDEMPTION OF SERIES 2026A BONDS
Section 15.01 Redemption of Series 2026A Bonds.
(a) Extraordinary Redemption. The Series 2026A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of:
(i) 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 of the 2024 Indenture, and (ii) eminent domain proceeds received pursuant to Section 7.01 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. (b) Optional Redemption. The Series 2026A Bonds maturing on or after November 1, 20___, shall be subject to optional redemption, in whole or in part, on any date on or after November 1, 20___, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 4.01 of the First Amendment to Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026A Bonds to be redeemed, plus accrued interest thereon to the date of redemption. (c) Mandatory Sinking Fund Redemption. The Series 2026A Bonds with a stated maturity on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__ in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
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Redemption Date
(November 1)
Principal
Amount
* Maturity.
The Series 2026A Bonds with a stated maturity on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__ in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(November 1)
Principal
Amount
* Final Maturity.
In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments. (d) Selection of Insured Series 2026A Bonds for Redemption. Notwithstanding Section 4.03 of the 2024 Indenture, upon the occurrence of an extraordinary optional, special or extraordinary mandatory redemption in part, the selection of Insured Series 2026A Bonds to be redeemed shall be subject to the approval of the Series 2026A Insurer. The exercise of any provision of the Indenture which permits the purchase of Insured Series 2026A Bonds in lieu of redemption shall require the prior written approval of the Series 2026A Insurer if any Insured Series 2026A Bond so purchased is not cancelled upon purchase.
ARTICLE XVI
THE SERIES 2026A INSURANCE POLICY
Section 16.01 Series 2026A Insurer’s Rights. So long as any Insured Series 2026A Bonds remain outstanding and the Series 2026A Insurer shall not have defaulted under the Series 2026A Insurance Policy, or any amounts are owed to the Series 2026A Insurer:
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(a) the Series 2026A Insurer shall be deemed to be the sole holder of the Insured Series 2026A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Insured Series 2026A Bonds are entitled to take pursuant to the Indenture pertaining to: (i) waivers, defaults and remedies; and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of the Indenture and each Insured Series 2026A Bond, the Trustee and each Owner of an Insured Series 2026A Bond appoint the 2026A Insurer as their agent and attorney-in-fact and agree that the 2026A Insurer may at any time during the continuation of any proceeding by or against the Authority or City under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (each, an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation: (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”); (B) the direction of any appeal of any order relating to any Claim; (C) the posting of any surety, supersedeas or performance bond pending any such appeal; and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee and each Owner of an Insured Series 2026A Bond delegate and assign to the Series 2026A Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of an Insured Series 2026A Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. The Trustee acknowledges such appointment, delegation and assignment by each Owner of the Insured Series 2026A Bonds for the Series 2026A Insurer’s benefit and agrees to cooperate with the Series 2026A Insurer in taking any action reasonably necessary or appropriate in connection with such appointment, delegation and assignment. Remedies granted to the Owner shall expressly include mandamus. (b) No grace period for a covenant default shall exceed 30 days or be extended for more than 60 days, without the prior written consent of the Series 2026A Insurer. No grace period shall be permitted for payment defaults.
(c) The rights granted to the Series 2026A Insurer under the Indenture or any other Related Document to request, consent to or direct any action are rights granted to the Series 2026A Insurer in consideration of its issuance of the Series 2026A Insurance Policy. Any exercise by the Series 2026A Insurer of such rights is merely an exercise of the Series 2026A Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners of Insured Series 2026A Bonds and such action does not evidence any position of the Series 2026A Insurer, affirmative or negative, as to whether the consent of the Owners of Insured Series 2026A Bonds or any other person is required in addition to the consent of the Series 2026A Insurer.
(d) No contract shall be entered into or any action taken by which the rights of the Series 2026A Insurer or security for or sources of payment of the Insured Series 2026A Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Series 2026A Insurer.
Section 16.02 Modification or Amendments Permitted. Notwithstanding Section 9.01 of the 2024 Indenture, so long as any Insured Series 2026A Bonds remain outstanding and the Series 2026A Insurer shall not have defaulted under the Series 2026A Insurance Policy (or any amounts are owed to the Series 2026A Insurer), any amendment, supplement, modification to, or waiver of, the Indenture or any other Related Document that requires the consent of the Owners or adversely affects 4920-9687-7002v7/022432-0051 9
the rights and interests of the Series 2026A Insurer shall be subject to the prior written consent of the Series 2026A Insurer.
In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Indenture would adversely affect the security for the Bonds or the rights of the Owners, the Authority shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Series 2026A Insurance Policy.
Section 16.03 Defeasance of Insured Series 2026A Bonds. Only (1) cash, (2) non-callable direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries 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 Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Series 2026A Insurer, pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, or (5) subject to the prior written consent of the Series 2026A Insurer, securities eligible for “AAA” defeasance under then existing criteria of S&P or any combination thereof, shall be used to effect defeasance of the Insured Series 2026A Bonds unless the Series 2026A Insurer otherwise approves.
To accomplish defeasance of the Insured Series 2026A Bonds, the Authority or the City shall cause to be delivered: (1) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Series 2026A Insurer verifying the sufficiency of the escrow established to pay the Insured Series 2026A Bonds in full on the maturity or redemption date (“Verification”); (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the Series 2026A Insurer); (iii) an Opinion of Counsel to the effect that the Insured Series 2026A Bonds are no longer “Outstanding” under the Indenture; and (iv) a certificate of discharge of the Trustee with respect to the Insured Series 2026A Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Authority, the Trustee and the Series 2026A Insurer. The Series 2026A Insurer shall be provided with final drafts of the above-referenced documentation not less than five (5) Business Days prior to the funding of the escrow. Insured Series 2026A Bonds shall be deemed “Outstanding” under the Indenture unless and until they are in fact paid and retired or the above criteria are met.
Amounts paid by the Series 2026A Insurer under the Series 2026A Insurance Policy shall not be deemed paid for purposes of the Indenture and the Insured Series 2026A Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Authority in accordance with the Indenture. Notwithstanding anything to the contrary set forth herein, the Indenture shall not be discharged unless all amounts due or to become due to the Series 2026A Insurer, including Policy Costs, have been paid in full or duly provided for, and the obligation to pay such amounts shall expressly survive payment in full of the Insured Series 2026A Bonds.Claims Upon the Series 2026A Insurance Policy and Payments by and to the Series 2026A Insurer. (a) If, on the third Business Day prior to the related scheduled Interest Payment Date or Principal Payment Date (each, a “Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under the Indenture, moneys sufficient to pay the principal of and interest on the Insured Series 2026A Bonds due on such Payment Date, the Trustee shall give notice to the Series 2026A Insurer and to its designated agent (if any) (the “Insurer’s Fiscal 4920-9687-7002v7/022432-0051 10
Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Insured Series 2026A Bonds due on such Payment Date, the Trustee shall make a claim under the Series 2026A Insurance Policy and give notice to the Series 2026A Insurer and the Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Insured Series 2026A Bonds and the amount required to pay principal of the Insured Series 2026A Bonds, confirmed in writing to the Series 2026A Insurer and the Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Series 2026A Insurance Policy.
(b) The Trustee shall designate any portion of payment of principal on Insured Series 2026A Bonds paid by the Series 2026A Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Series 2026A Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the Series 2026A Insurer, registered in the name of Assured Guaranty Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by the Authority on any Insured Series 2026A Bond or the subrogation rights of the Series 2026A Insurer.
(c) The Trustee shall keep a complete and accurate record of all funds deposited by the Series 2026A Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Insured Series 2026A Bond. The Series 2026A Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee.
(d) Upon payment of a claim under the Series 2026A Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Bondholders referred to herein as the “Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Series 2026A Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Bondholders in the same manner as principal and interest payments are to be made with respect to the Series 2026A Bonds under the sections hereof regarding payment of Series 2026A Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Authority agrees, and shall cause the City to agree, to pay to the Series 2026A Insurer: (i) a sum equal to the total of all amounts paid by the Series 2026A Insurer under the Series 2026A Bond Insurance Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by the Series 2026A Insurer until payment thereof in full, payable to the Series 2026A Insurer at the Late Payment Rate per annum (collectively, the “Insurer Reimbursement Amounts”). The Authority and the City hereby covenant and agree that Insurer Reimbursement Amounts are secured by a lien on and pledge of the Base Rental Payments and other amounts, and payable from such Base Rental Payments and other amounts, on a parity with debt service due on the Bonds.
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(e) Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following an Interest Payment Date shall promptly be remitted to the Series 2026A Insurer.
(f) Amounts paid by the Series 2026A Insurer under the Series 2026A Insurance Policy shall not be deemed paid for purposes of the Indenture and the Insured Series 2026A Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Authority in accordance with the Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the Series 2026A Insurer have been paid in full or duly provided for.
(g) The Series 2026A Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Series 2026A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Series 2026A Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Authority to the Series 2026A Insurer under the Related Documents shall survive discharge or termination of such Related Documents. (h) The Authority shall pay or reimburse (or cause the City to pay or reimburse) the Series 2026A Insurer any and all charges, fees, costs and expenses that the Series 2026A Insurer may reasonably pay or incur in connection with: (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document or otherwise afforded by law or equity; (iii) any amendment, waiver or other action with respect to, or related to, the Indenture or any other Related Document whether or not executed or completed; or (iv) any litigation or other dispute in connection with the Indenture or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Series 2026A Insurer to honor its obligations under the Series 2026A Insurance Policy. The Series 2026A Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document.
(i) After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Authority or rebate only after the payment of past due and current debt service on the Bonds and amounts required to restore the Reserve Fund to the Reserve Fund Requirement.
(j) The Series 2026A Insurer shall be entitled to pay principal or interest on the Insured Series 2026A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Series 2026A Insurance Policy), whether or not the Series 2026A Insurer has received a Notice of Nonpayment (as such terms are defined in the Series 2026A Insurance Policy) or a claim upon the Series 2026A Insurance Policy.
Section 16.05 Provision of Information and Notice to 2026A Bond Insurer. So long as any Insured Series 2026A Bonds remain outstanding and the Series 2026A Insurer shall not have defaulted under the Series 2026A Insurance Policy, the Series 2026A Insurer shall be provided with the following information by the City, Authority or Trustee, as the case may be:
4920-9687-7002v7/022432-0051 12
(a) To the extent not otherwise filed with the Municipal Securities Rulemaking Board’s EMMA System, annual audited financial statements within 180 days (or such longer period agreed to by the Series 2026A Insurer) after the end of the City’s fiscal year (together with a certification of the City that it is not aware of any default or Event of Default under the Indenture), and the City’s annual budget within 30 days after the approval thereof together with such other information, data or reports as the Series 2026A Insurer shall reasonably request from time to time. (b) Notice of any default known to the Trustee or Authority within five Business Days after knowledge thereof.
(c) Prior notice of the advance refunding or redemption of any of the Insured Series 2026A Bonds, including the principal amount, maturities and CUSIP numbers thereof. (d) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto.
(e) Notice of the commencement of any Insolvency Proceeding. (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds.
(g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents. (h) All reports, notices and correspondence to be delivered to Owners under the terms of the Related Documents and pursuant to any continuing disclosure agreement entered into in connection with the Series 2026A Bonds.
(i) The Series 2026A Insurer shall have the right to receive such additional information as it may reasonably request.
(j) The Authority and the City will permit the Series 2026A Insurer to discuss the affairs, finances and accounts of the Authority and the City or any information the Series 2026A Insurer may reasonably request regarding the security for the Insured Series 2026A Bonds with appropriate officers of the Authority or the City and will use commercially reasonable efforts to enable the Series 2026A Insurer to have access to the facilities, books and records of the Authority or the City, as requested, on any business day upon reasonable prior notice. (k) The Trustee shall notify the Series 2026A Insurer of any failure of the Authority or the City to provide notices, certificates and other information under the transaction documents.
ARTICLE XVII
AMENDMENTS AND EFFECTIVENESS
Section 17.01 Amendments to Section 11.01 of the 2024 Indenture. Section 11.01 of the 2024 Indenture is hereby amended and restated in its entirety to read as follows:
4920-9687-7002v7/022432-0051 13
The Bond Insurer is a third party beneficiary under this Indenture and may enforce any right, remedy or claim conferred upon, given or granted hereunder.
Section 17.02 Survival of 2024 Indenture. Except as otherwise amended hereby, the 2024 Indenture shall remain in full force and effect.
ARTICLE XVIII
MISCELLANEOUS
Section 18.01 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 First Supplemental Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Series 2026A 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 18.02 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 Series 2026A 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 18.03 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Section 18.04 Execution in Counterparts. This First Supplemental 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 18.05 Governing Law. This First Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California. 4920-9687-7002v7/022432-0051 S-1
IN WITNESS WHEREOF, the Authority and the City have caused this First Supplemental 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 First Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.
MORENO VALLEY PUBLIC FINANCING
AUTHORITY
By:
Executive Director
ATTEST:
M. Patricia Rodriguez, MCC
Secretary of the Moreno Valley
Public Financing Authority
CITY OF MORENO VALLEY
By:
City Manager
ATTEST:
M. Patricia Rodriguez, MCC
City Clerk
WILMINGTON TRUST, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Officer
4920-9687-7002v7/022432-0051 A-1
EXHIBIT A
FORM OF SERIES 2026A 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.
MORENO VALLEY PUBLIC FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS, SERIES 2026A
INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% November 1, 20__ _____, 2026 _
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ DOLLARS
The Moreno Valley Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 in each year, commencing [November 1, 2026] (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to [April 15, 2026], in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of Wilmington Trust, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of 4920-9687-7002v7/022432-0051 A-2
business on the fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2026A Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “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 Moreno Valley (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 refunding the 2014 Bonds and is one of the series of bonds designated “Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A” (the “Series 2026A Bonds”) in the aggregate principal amount of $______. The Series 2026A Bonds are issued pursuant to the Indenture, dated as of August 1, 2024, as supplemented by the First Supplemental Indenture, dated as of November 1, 2026 (the “Indenture”), each by and among the Authority, the City and the Trustee.
This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. The Series 2026A Bonds are secured by a lien on the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2024A Bonds. 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 the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2024 Bonds and the Series 2026A Bonds. The Series 2026A 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 August 1, 2024, as supplemented and amended by the First Amendment to Lease Agreement, dated as of November 1, 2026 (collectively, the “Lease Agreement”), each 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 2026A 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 2026A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with respect to all or a portion of the property leased under the Lease Agreement, to the extent such moneys are not used by the City for repair or replacement purposes as permitted by the Indenture, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and 4920-9687-7002v7/022432-0051 A-3
(ii) eminent domain proceeds received under the Lease Agreement, that have been deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2026A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2026A Bonds maturing on or after November 1, 20___, shall be subject to optional redemption, in whole or in part, on any date on or after November 1, 20___, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2026A Bonds to be redeemed, plus accrued interest thereon to the date of redemption.
The Series 2026A Bonds with a stated maturity on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__ in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(November 1)
Principal
Amount
* Maturity.
The Series 2026A Bonds with a stated maturity on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__ in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(November 1)
Principal
Amount
* Final Maturity.
In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments. 4920-9687-7002v7/022432-0051 A-4
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.
Neither failure to receive any such notice so given, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2026A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2026A 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 2026A Bonds, interest on such Series 2026A 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 2026A Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2026A 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 2026A Bond or Series 2026A 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 aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the Owners of all Bonds then outstanding.
The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture. 4920-9687-7002v7/022432-0051 A-5
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.
MORENO VALLEY PUBLIC FINANCING
AUTHORITY
By:
Executive Director
Attest:
4920-9687-7002v7/022432-0051 A-6
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2026A Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: ________ __, 2026 WILMINGTON TRUST, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Signatory
4920-9687-7002v7/022432-0051 A-7
[STATEMENT OF INSURANCE]
Assured Guaranty Inc. (“AG”), has delivered its municipal bond insurance policy (the “Policy”) with respect to the scheduled payments due of principal of and interest on the Series 2026A Bonds maturing on and after November 1, 20__ to Wilmington Trust, National Association or its successor, as paying agent for the Series 2026A Bonds (the “Paying Agent”). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from AG or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Series 2026A Bond acknowledges and consents to the subrogation rights of AG as more fully set forth in the Policy. 4920-9687-7002v7/022432-0051 A-8
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the Moreno Valley Public Financing
Authority
4920-9687-7002v7/022432-0051 A-9
[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.
4920-9687-7002v7/022432-0051 B-1
EXHIBIT B
DESCRIPTION OF 2026A PROJECT
Public Safety Campus Project
4920-9687-7002v7/022432-0051 C-1
EXHIBIT C
PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR
DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies:
(i) that he/she is the duly appointed, qualified and acting _________ of the City of Moreno Valley (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 14.02 of the First Supplemental Indenture, dated as of _____ 1, 2026, which supplements the Indenture, dated as of August 1, 2024 (collectively, the “Indenture”), each by and among the Moreno Valley Public Financing Authority (the “Authority”), the City and Wilmington Trust, National Association, as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 2026A, the undersigned hereby requests the Trustee to disburse this date the following amounts from the Series 2026A Account of the Project Fund established under the Indenture, to the payees designated on the attached Exhibit 1; (iii) that each obligation mentioned herein has been incurred by the City and is a proper charge against the Series 2026A Account of the Project Fund; and (iv) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit 1, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.
All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture.
Dated: ______________ CITY OF MORENO VALLEY
By:
Its:
4920-9687-7002v7/022432-0051 A-2
EXHIBIT 1
PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount