ESCROW AGREEMENT (2013 CERTIFICATES)
THIS ESCROW AGREEMENT (2013 CERTIFICATES), dated as of July 1, 2023 (the “Agreement”), by and among the City of Riverside, a municipal corporation and charter city organized and existing under its charter and the Constitution of the State of California (the “City”), Riverside Public Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), and U.S. Bank National Association, as escrow agent (the “Escrow Agent”) and as 2013 Trustee (as such term is defined herein), is entered into in accordance with resolutions of the City and the Authority adopted on [June 27], 2023 and a Trust Agreement, dated as of July 1, 2013 (the “2013 Trust Agreement”), by and among the City, the Authority and U.S. Bank National Association, as trustee (the “2013 Trustee”). This Agreement is entered into to refund all of the outstanding Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Certificates of Participation, Series 2013 (Riverside Pavement Rehabilitation Project) (the “2013 Certificates”).
RECITALS
A. Pursuant to the 2013 Trust Agreement, the 2013 Trustee has previously executed and delivered the 2013 Certificates in the initial aggregate principal amount of $35,235,000, of which $23,225,000 is currently outstanding.
B. The 2013 Certificates are payable from installment payments made by the City under a 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “2013 ISA”), by and between the City and the Authority.
C. The City and the Authority have determined to cause U.S. Bank Trust Company, National Association, as trustee (the “2023 Trustee”), to execute and deliver the Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) (the “2023 Certificates”), a portion of the proceeds of which, together with other moneys as described in Section 1, will be applied to pay on [July __], 2023 (the “Prepayment Date”) the principal of the 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium.
D. The City and the Authority will cause moneys to be irrevocably deposited with the Escrow Agent, which moneys will be used to purchase the securities that are described on Schedule A (the “Federal Securities”) (as permitted by, in the manner prescribed by and all in accordance with the 2013 Trust Agreement). Such Federal Securities satisfy the criteria for Defeasance Obligations set forth in Section 8.01(b) of the 2013 Trust Agreement, and the principal of and interest on such Federal Securities when paid will provide money which will be fully sufficient to pay and discharge the 2013 Certificates.
AGREEMENT
Deposit of Moneys. The City and the Authority will cause the 2023 Trustee to transfer a portion of the proceeds of the 2023 Certificates in the amount of $_____ on the date of execution and delivery of the 2023 Certificates to the Escrow Agent for deposit in the Escrow Fund established hereunder. In addition, on the date of execution and delivery of the 2023 Certificates, the City and the Authority will cause the 2013 Trustee to transfer $___ held in the [Interest Fund] established under the 2013 Trust Agreement to the Escrow Agent for deposit in the Escrow Fund.
The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from other moneys of the City, the Authority and the Escrow Agent in a fund hereby created and established to be known as the “Escrow Fund” and to be applied solely as provided in this Agreement. The City and the Authority represent that the sum of the amounts set forth above are at least equal to an amount that is sufficient to purchase the Federal Securities listed on Schedule A, and to hold $___ uninvested as cash.
Investment of Moneys. The Escrow Agent acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest such moneys in the Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund. The Escrow Agent shall be entitled to rely upon the conclusion of Causey Demgen & Moore P.C., Denver, Colorado (the “Verification Agent”), that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the Prepayment Date, the principal of the 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium.
Investment of Any Remaining Moneys. At the written direction of the City, together with an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, to the effect that reinvestment is permitted under the legal documents in effect with respect to the 2013 Certificates and will not have an adverse effect on the federal tax status of the 2013 Certificates, the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the City, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Prepayment Date, the principal of the 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section which is not required for the purposes set forth in Section 5, as verified in the letter of the Verification Agent originally obtained by the City and the Authority with respect to the refunding of the 2013 Certificates or in any other report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions, shall be paid to the City promptly upon the receipt of such interest income by the Escrow Agent. The determination of the City as to whether an accountant qualifies under this Agreement shall be conclusive.
Substitution of Securities. Upon the written request of the City, and subject to the conditions and limitations that are set forth herein and applicable governmental rules and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the City has obtained and delivered to the Escrow Agent: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the 2013 Certificates and will not have an adverse effect on the tax status of the 2013 Certificates; and (ii) a report by a firm of independent certified public accountants to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Prepayment Date, the principal of the 2013 Certificates maturing on and after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof.
Payment of 2013 Certificates.
Payment. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer funds to the 2013 Trustee in an amount sufficient to enable the 2013 Trustee to pay, on the Prepayment Date, the principal of the 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium, all as indicated on Schedule A.
Irrevocable Instructions to Provide Notice. The notices required to be mailed pursuant to Sections 2.03(f) and 8.01 of the 2013 Trust Agreement are substantially in the forms attached hereto as Exhibits A and B. The City and the Authority have previously irrevocably instructed the 2013 Trustee to mail a notice of prepayment of the 2013 Certificates maturing after the Prepayment Date substantially in the form attached hereto as Exhibit A at least 30 days prior to the Prepayment Date to the parties described in and otherwise in accordance with Section 2.03(f) of the 2013 Trust Agreement (including Assured Guaranty Municipal Corp., as the Insurer of the 2013 Certificates, The Depository Trust Company and the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”), maintained on the Internet at http://emma.msrb.org/). The City and the Authority hereby irrevocably instruct the Trustee to mail a notice of defeasance of the 2013 Certificates in the form attached hereto as Exhibit B on the date of execution and delivery of the 2023 Certificates to the parties described in and otherwise in accordance with Section 8.01 of the 2013 Trust Agreement (including EMMA), as required to provide for the payment and prepayment of the 2013 Certificates in accordance with this Section. The sole remedy for the 2013 Trustee’s failure to post such notices on EMMA shall be an action in mandamus by the holders of the 2013 Certificates for specific performance or similar remedy to compel performance.
Unclaimed Moneys. Any moneys in the Escrow Fund which remain unclaimed after the Prepayment Date shall be repaid (without liability for interest) by the Escrow Agent to the City.
Priority of Payments. The owners of the 2013 Certificates shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement.
Termination of Obligation. As provided in the 2013 Trust Agreement and the 2013 ISA, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1 and the purchase of the Federal Securities as provided in Section 2: (i) the 2013 Certificates will no longer be “Outstanding” under the 2013 Trust Agreement; and (ii) the right, title and interest of the Authority in the 2013 ISA with respect to the 2013 Installment Sale Payments payable thereunder and the obligations of the City thereunder with respect to the 2013 Installment Sale Payments payable thereunder will thereupon cease, terminate, become void and be completely discharged and satisfied, and such actions will not cause the interest evidenced and represented by the 2013 Certificates to be includable in gross income under the Code for federal income tax purposes.
Application of Certain Terms of the 2013 Trust Agreement. All of the terms of the 2013 Trust Agreement relating to the making of payments of principal of and interest with respect to the 2013 Certificates and relating to the exchange or transfer of the 2013 Certificates are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Section 5.01 of the 2013 Trust Agreement relating to the resignation and removal and merger of the 2013 Trustee are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.
Performance of Duties. The Escrow Agent agrees to perform only the duties that are set forth herein and shall have no responsibility to take any action or omit to take any action that is not set forth herein.
Escrow Agent’s Authority to Make Investments. Except as provided in Section 2 hereof, the Escrow Agent shall have no power or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys or Federal Securities that are held hereunder.
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 Agent and its respective successors, assigns, directors, officers, agents, 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 Agent at any time (whether or not also indemnified against the same by the City and 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, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the City and the Authority shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the City, the Authority or the Escrow Agent be liable to any person by reason of the transactions that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Responsibilities of Escrow Agent. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the retention of the Federal Securities or the proceeds thereof, the sufficiency of the cash on deposit in the Escrow Fund and the Federal Securities to pay the 2013 Certificates or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, nonnegligent omission or non-negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the City and the Authority, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the 2013 Certificates or to the validity of this Agreement as to the City and the Authority and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the City or the Authority, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent 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 officer of the City or the Authority. The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Agreement. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
No provision of this Agreement shall require the Escrow Agent 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.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.
The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement 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 Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the City and the Authority shall provide to the Escrow Agent incumbency certificates 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 City or the Authority whenever a person is to be added or deleted from the listing. If the City and the Authority elect to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The City and the Authority understand and agree that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The City and the Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the City, the Authority 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 City or the Authority. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The City and the Authority agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City or the Authority; (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 Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.
The Escrow Agent shall furnish the City and the Authority with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the City, provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date. Upon the City’s election, such statements will be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon request. The City and the Authority waive the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The City and the Authority further understand that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.
If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of securities that is to be submitted pursuant to this Agreement, the Escrow Bank shall promptly request alternative written investment instructions from the City with respect to escrowed funds which were to be invested in securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the City. In the absence of investment instructions from the City, the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the City’s selection of an alternative investment as a determination of the alternative investment’s legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto.
Amendments. This Agreement is made for the benefit of the City, the Authority and the owners from time to time of the 2013 Certificates and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, Assured Guaranty Municipal Corp., the Escrow Agent, the City and the Authority; provided, however, that the City, the Authority and the Escrow Agent may, without the consent of, or notice to, such owners, but with the prior written consent of Assured Guaranty Municipal Corp., amend this Agreement or enter into such agreements supplemental to this Agreement as shall not materially adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2013 Trust 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 Agent for the benefit of the owners of the 2013 Certificates any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, 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 owners of the various 2013 Certificates or that any instrument that is executed hereunder complies with the conditions and provisions of this Section.
Notice to Rating Agencies. In the event that this agreement or any provision thereof is severed, amended or revoked, the Escrow Agent, upon written instructions from the City, shall provide written notice in the form provided by the City of such severance, amendment or revocation to the rating agencies then rating the 2013 Certificates.
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 2013 Certificates have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 5(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2013 Certificates shall be transferred to the City.
Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the City, and any other reasonable fees and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement.
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 Agent 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, shall be deemed separate from the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement.
Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument.
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.
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 office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is 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.
Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the City and the Authority; provided, however, that no such consent shall be required with respect to an assignment effected pursuant to Section 20.
Reorganization of Escrow Agent. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agent is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Agent.
Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund, including the anticipated proceeds thereof and earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow Agent shall notify the City and the Authority in writing of the amount thereof and the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.
Notices. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent at 633 West Fifth Street, 24th floor, Los Angeles, California 90071, Attention: Global Corporate Trust Services, Reference: Riverside Public Financing Authority 2013 Certificates. Any notice to or demand upon the City or the Authority shall be deemed to have been sufficiently given or served for all purposes by being sent by facsimile or other electronic transmission, overnight mail or courier or mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the City or the Authority at 3900 Main Street, Riverside, California 92501, Attention: Chief Financial Officer/Treasurer (or such other address as may have been filed in writing by the City or the Authority with the Escrow Agent). [Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
CITY OF RIVERSIDE
By:
RIVERSIDE PUBLIC FINANCING AUTHORITY
By:
U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent and 2013 Trustee By:
Authorized Officer
Approved as to form by Bond Counsel:
Stradling Yocca Carlson & Rauth
SCHEDULE A
FEDERAL SECURITIES
Moneys deposited in the Escrow Fund shall be invested as follows:
Security
Maturity
Principal
Amount
Interest
Rate
[__]
July __, 2023
$
%
The escrow requirements for the 2013 Certificates are as follows:
Period Ending
Principal Paid
Principal Prepaid
Interest
Total
July __, 2023
$
$
$
$
EXHIBIT A
CONDITIONAL NOTICE OF FULL OPTIONAL PREPAYMENT
RIVERSIDE PUBLIC FINANCING AUTHORITY
LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2013
(RIVERSIDE PAVEMENT REHABILITATION PROJECT)
BASE CUSIP 76904C
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2013 Certificates”), which were executed and delivered pursuant to the Trust Agreement, dated as of July 1, 2013 (the “2013 Trust Agreement”), by and among the City of Riverside (the “City”), the Riverside Public Financing Authority (the “Authority”) and U.S. Bank National Association, as trustee (the “2013 Trustee”), that the outstanding 2013 Certificates in the aggregate principal amount of $23,225,000 have been called for prepayment on July __, 2023 (the “Prepayment Date”). The 2013 Certificates were originally executed and delivered on July 11, 2013 and are described in the following table.
Principal Payment Date (June 1)
CUSIP®†
(76904C)
Principal Amount
Interest Rate
Prepayment Price
2024
AJ9
$ 1,845,000
5.250%
100%
2025
AK6
1,945,000
5.250
100
2026
AL4
2,045,000
5.250
100
2027
AM2
2,155,000
4.500
100
2028
AN0
2,250,000
4.625
100
2029
AP5
2,355,000
4.750
100
2033
AQ3
10,630,000
5.000
100
TOTAL
$23,225,000
The 2013 Certificates will be payable on the Prepayment Date at a prepayment price of 100% of the principal amount thereof plus accrued interest thereon to such date (the “Prepayment Price”). The Prepayment Price of the 2013 Certificates will become due and payable on the Prepayment Date. Interest evidenced by the 2013 Certificates will cease to accrue and be payable from and after the Prepayment Date, and such 2013 Certificates will be surrendered to the 2013 Trustee.
Prepayment of the 2013 Certificates is conditional upon the receipt by the 2013 Trustee on or prior to the Prepayment Date of moneys that are sufficient to pay the principal of and interest evidenced by the 2013 Certificates and, if such moneys have not been so received, this notice shall be of no force and effect and the 2013 Trustee shall not be required to prepay such 2013 Certificates. In such event, the 2013 Trustee has the right to rescind this notice.
To receive payment on the Prepayment Date, owners of the 2013 Certificates should present and to surrender said 2013 Certificates on the Prepayment Date at the address of the 2013 Trustee set forth below:
Delivery Instructions
U.S. Bank
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, Minnesota 55107
REQUIREMENT INFORMATION
For a list of prepayment requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Prepayment 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 2013 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 2013 Certificate fails to deliver such 2013 Certificate to the 2013 Trustee on the Prepayment Date, such 2013 Certificate shall nevertheless be deemed to be prepaid on the Prepayment Date and the owner of such 2013 Certificate shall have no rights in respect thereof except to receive payment of the Prepayment Price from funds held by the 2013 Trustee for such payment.
Note: The City, the Authority and the 2013 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 2013 Certificate. They are included solely for the convenience of the holders.
U.S. BANK NATIONAL ASSOCIATION,
as 2013 Trustee
[June 28], 2023
EXHIBIT B
NOTICE OF DEFEASANCE
RIVERSIDE PUBLIC FINANCING AUTHORITY
LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2013
(RIVERSIDE PAVEMENT REHABILITATION PROJECT)
BASE CUSIP 76904C
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2013 Certificates”), which were executed and delivered pursuant to the Trust Agreement, dated as of July 1, 2013 (the “2013 Trust Agreement”), by and among the City of Riverside (the “City”), the Riverside Public Financing Authority (the “Authority”) and U.S. Bank National Association, as trustee (the “2013 Trustee”), that the City has caused to be deposited with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), cash and federal securities, the principal of and interest on which when paid will provide an amount sufficient to pay on July __, 2023 (the “Prepayment Date”), the principal of the 2013 Certificates maturing on and after the Prepayment Date (the “Defeased 2013 Certificates”), plus interest with respect thereto accrued through the Prepayment Date, without premium. The Defeased 2013 Certificates were originally executed and delivered on July 11, 2013 and are described in the below table.
Principal Payment Date (June 1)
CUSIP®†
(76904C)
Principal Amount
Interest Rate
2024
AJ9
$ 1,845,000
5.250%
2025
AK6
1,945,000
5.250
2026
AL4
2,045,000
5.250
2027
AM2
2,155,000
4.500
2028
AN0
2,250,000
4.625
2029
AP5
2,355,000
4.750
2033
AQ3
10,630,000
5.000
TOTAL
$23,225,000
In accordance with the 2013 Trust Agreement and the 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “2013 ISA”), by and between the City and the Authority, upon the deposit of moneys with the Escrow Agent as described above: (i) the 2013 Certificates will no longer be “Outstanding” under the 2013 Trust Agreement; (ii) the right, title and interest of the Authority in the 2013 ISA with respect to the 2013 Installment Sale Payments payable thereunder and the obligations of the City thereunder with respect to the 2013 Installment Sale Payments payable thereunder will thereupon cease, terminate, become void and be completely discharged and satisfied, and such actions will not cause the interest evidenced and represented by the 2013 Certificates to be includable in gross income under the Code for federal income tax purposes; and (iii) all obligations of the City under the Continuing Disclosure Certificate of the City, dated July 11, 2013, relating to the 2013 Certificates, are hereby terminated in accordance with Section 6 thereof.
No representation is made as to the correctness of the CUSIP number either as printed on any 2013 Certificate or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for defeasance or prepayment of the Defeased 2013 Certificates.
U.S. BANK NATIONAL ASSOCIATION,
as 2013 Trustee
July __, 2023
5 4880-4748-8606v4/022025-0092
4880-4748-8606v4/022025-0092
S-1
4880-4748-8606v4/022025-0092
Schedule A-1
4880-4748-8606v4/022025-0092
Exhibit A-2
4880-4748-8606v4/022025-0092
Exhibit A-1
4880-4748-8606v4/022025-0092
Exhibit B-2
4880-4748-8606v4/022025-0092
Exhibit B-1
4880-4748-8606v4/022025-0092
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Authority or their agents or counsel assume responsibility for the accuracy of such numbers. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Authority or their agents or counsel assume responsibility for the accuracy of such numbers.
Stradling Yocca Carlson & Rauth
Draft of 5/26/23