FIRST SUPPLEMENT TO 2013 INSTALLMENT SALE AGREEMENT
by and between the
CITY OF RIVERSIDE
as Purchaser
and the
RIVERSIDE PUBLIC FINANCING AUTHORITY,
as Seller
for the
RIVERSIDE PUBLIC FINANCING AUTHORITY
LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)
Dated as of July 1, 2023
ARTICLE I
DEFINITIONS
Section 1.01 Definitions 2
Section 1.02 Terms defined in the 2013 Installment Sale Agreement and the Trust Agreement 4
ARTICLE II
AMENDMENT AND SUPPLEMENT TO 2013 INSTALLMENT SALE AGREEMENT; THE 2013 PROJECT
Section 2.01 Amendment and Supplement to 2013 Installment Sale Agreement 4 Section 2.02 Sale and Purchase of 2013 Project 4
Section 2.03 Purchase and Sale of 2013 Project 4
Section 2.04 Title 4
Section 2.05 Amendment of Section 4.01 of 2013 Installment Sale Agreement 4
ARTICLE III
2013 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE
Section 3.01 Purchase Price and Administration Fee 4
Section 3.02 No Prepayment of 2013 Installment Sale Payments 5
ARTICLE IV
REPRESENTATIONS AND COVENANTS OF THE LOCAL AGENCY
AND THE AUTHORITY
Section 4.01 Use of Proceeds of Certificates 5
Section 4.02 Continuing Disclosure 5
ARTICLE V
MISCELLANEOUS
Section 5.01 Article and Section Headings, Gender and References 6 Section 5.02 Assignment 6
Section 5.03 Effective Date 6
Section 5.04 Execution in Counterparts 6
EXHIBIT C AMENDED 2013 INSTALLMENT SALE PAYMENTS SCHEDULE C-1 FIRST SUPPLEMENT TO 2013 INSTALLMENT SALE AGREEMENT
This FIRST SUPPLEMENT TO 2013 INSTALLMENT SALE AGREEMENT (the “First Supplement”), dated as of July 1, 2023, by and between 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”), and the 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”), which amends and supplements the 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “2013 Installment Sale Agreement”), by and between the City and the Authority, WITNESSETH:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers the Authority to cause certificates of participation to be executed and delivered to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the City is a member of the Authority;
WHEREAS, the City has previously determined that the design, acquisition and construction of certain roadway improvements and street resurfacing, as hereinafter described (the “2013 Project”) was necessary and proper for City purposes and uses, and under the terms of applicable law, the payment for such 2013 Project is being made from Measure A Receipts, as hereinafter defined, and is for the common benefit of the City as a whole; WHEREAS, to assist the City with the acquisition and construction of the 2013 Project, the Authority previously caused the Local Measure A Sales Tax Revenue (Installment Sale) Certificates of Participation, Series 2013 (Riverside Pavement Rehabilitation Project) (the “2013 Certificates”) to be executed and delivered, the proceeds of which were delivered to the City to finance the 2013 Project; WHEREAS, the 2013 Certificates are payable from installment payments made by the City to the Authority under the 2013 Installment Sale Agreement; WHEREAS, the installment payments under the 2013 Installment Sale Agreement are secured by a pledge of sales tax revenues allocated to the City under Ordinance No. 02-001, the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Riverside County Transportation Commission on May 8, 2002, and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election (the “Measure A Revenues”); WHEREAS, the 2013 Certificates are subject to prepayment after June 1, 2023; WHEREAS, the City and the Authority desire to refinance the 2013 Project by prepaying the 2013 Certificates for debt service savings; WHEREAS, in order to provide a source of funds to prepay the 2013 Certificates, the City desires to cause the Authority to execute and deliver its Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) (the “Certificates”); WHEREAS, in order to secure the repayment of the Certificates, the City desires to enter into this First Supplement with the Authority, the payments under which are to be secured by Measure A Revenues, pursuant to which the 2013 Installment Sale Agreement shall be amended and supplemented to reflect the execution and delivery of the Certificates; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the First Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the First Supplement.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
DEFINITIONS
Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:
Administration Fee
“Administration Fee” means an amount equal to the sum of the Trustee’s fees, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of this Certificate financing program, payable on the 15th day of the month preceding each Certificate Payment Date.
Certificates
“Certificates” means the Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project), executed and delivered in accordance with the Trust Agreement.
Continuing Disclosure Certificate
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial execution and delivery of the Certificates, executed by the City, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.
Escrow Agent
“Escrow Agent” means U.S. Bank National Association, in its capacity as trustee for the 2013 Certificates and escrow agent under the Escrow Agreement.
Escrow Agreement
“Escrow Agreement” means the Escrow Agreement (2013 Certificates), dated as of the date of the First Supplement, by and among the City, the Authority and the Escrow Agent, relating to the 2013 Certificates.
First Supplement
“First Supplement” means this First Supplement to 2013 Installment Sale Agreement, dated as of July 1, 2023, by and between the City and the Authority, amending and supplementing the 2013 Installment Sale Agreement, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement.
Purchase Price
“Purchase Price” means the total of all 2013 Installment Sale Payments owed by the City to the Authority under the conditions and terms hereof for the refinancing of the costs of the design, acquisition and construction of the 2013 Project and the incidental costs and expenses related thereto paid by the Authority.
Reserve Fund Requirement
“Reserve Fund Requirement” means $0.
Trust Agreement
“Trust Agreement” means that certain Trust Agreement dated as of the date of the First Supplement, by and among the Trustee, the City and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. References to the Trust Agreement in the 2013 Installment Sale Agreement mean the “Trust Agreement” as defined in this First Supplement. 2013 Certificates
The term “2013 Certificates” means the Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Certificates of Participation, Series 2013 (Riverside Pavement Rehabilitation Project). 2013 Installment Sale Agreement
“2013 Installment Sale Agreement” means the 2013 Installment Sale Agreement, dated as of July 1, 2013, by and between the City and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance therewith, including as supplemented by the First Supplement.
Terms defined in the 2013 Installment Sale Agreement and the Trust Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the 2013 Installment Sale Agreement or the Trust Agreement.
AMENDMENT AND SUPPLEMENT TO 2013 INSTALLMENT SALE AGREEMENT; THE 2013 PROJECT
Amendment and Supplement to 2013 Installment Sale Agreement. The City and the Authority hereby amend and supplement the 2013 Installment Sale Agreement by execution of this First Supplement in order to reflect the execution and delivery of the Certificates for the purpose of refinancing the 2013 Project. Except as expressly amended and supplemented by the First Supplement, the 2013 Installment Sale has not been amended or supplemented and remains in full force and effect.
Sale and Purchase of 2013 Project. The parties hereby confirm that the City currently has title to the 2013 Project. In consideration for the Authority’s assistance in refinancing the 2013 Project, the City agrees to sell, and hereby sells, to the Authority, and the Authority agrees to purchase, and hereby purchases, from the City, the 2013 Project in the manner and in accordance with the provisions of the First Supplement.
Purchase and Sale of 2013 Project. In consideration for the 2013 Installment Sale Payments, the Authority agrees to sell, and hereby sells, to the City, and the City agrees to purchase, and hereby purchases, from the Authority, the 2013 Project at the purchase price specified in Exhibit C and otherwise in the manner and in accordance with the provisions of the First Supplement.
Title. All right, title and interest in each component of the 2013 Project shall vest in the City immediately upon execution and delivery of the First Supplement. Such vesting shall occur without further action by the Authority or the City and the Authority shall, if requested by the City or if necessary to assure such automatic vesting, deliver any and all documents required to assure such vesting.
Amendment of Section 4.01 of 2013 Installment Sale Agreement. The reference to “150% of the Maximum Annual Debt Service” in Section 4.01 of the 2013 Installment Sale Agreement is hereby amended to “200% of the Maximum Annual Debt Service.”
2013 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE
Purchase Price and Administration Fee.
The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03.
The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is $______.
The interest to accrue on the unpaid balance of such principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City’s Purchase Price obligation hereunder.
Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue, from the date of the initial execution and delivery of the Certificates, on the principal component of each 2013 Installment Sale Payment at the following rates calculated on the basis of a 360-day year comprised of twelve 30-day months:
Certificate Payment Date (June 1)
Principal Amount
Interest Rate
2024
$[__]
%
2025
2026
2027
2028
2029
2030
2031
2032
2033
In addition, the City shall pay the Administration Fee.
No Prepayment of 2013 Installment Sale Payments. The 2013 Installment Sale Payments are not subject to optional prepayment prior to maturity.
REPRESENTATIONS AND COVENANTS OF THE LOCAL AGENCY
AND THE AUTHORITY
Use of Proceeds of Certificates. The Authority and the City agree that the proceeds of the Certificates will be delivered to the Escrow Agent and applied pursuant to the Escrow Agreement to refinance the costs of the acquisition and construction of the 2013 Project by prepaying the 2013 Certificates.
Continuing Disclosure. The City hereby covenants and agrees that it will enter into and comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the 2013 Installment Sale Agreement or the First Supplement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; however, the Trustee shall at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Owner of at least 25% aggregate principal amount in Outstanding Certificates, or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, “Beneficial Owner” means any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries).
MISCELLANEOUS
Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to “Articles,” “Sections,” “Exhibits” and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith” and other words of similar import refer to the 2013 Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof.
Assignment. The First Supplement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents. Any other assignment without the consent of the Trustee shall be void.
Effective Date. The First Supplement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII of the 2013 Installment Sale Agreement).
Execution in Counterparts. The First Supplement 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.
IN WITNESS WHEREOF, the parties hereto have executed and attested the First Supplement to 2013 Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above.
CITY OF RIVERSIDE
By:
City Manager
RIVERSIDE PUBLIC FINANCING AUTHORITY
By:
Treasurer
Approved as to form by Bond Counsel:
Stradling Yocca Carlson & Rauth
EXHIBIT C
AMENDED 2013 INSTALLMENT SALE PAYMENTS SCHEDULE
Payment
Date
Interest
Installment
Principal
Installment
Total 2013 Installment Sale Payments
12/1/23
$
$ -
$
6/1/24
12/1/24
-
6/1/25
12/1/25
-
6/1/26
12/1/26
-
6/1/27
12/1/27
-
6/1/28
12/1/28
-
6/1/29
12/1/29
-
6/1/30
12/1/30
-
6/1/31
12/1/31
-
6/1/32
12/1/32
-
6/1/33
TOTAL
$
$
$
4862-1028-4384v4/022025-0092
4862-1028-4384v4/022025-0092
1 4862-1028-4384v4/022025-0092
1 4862-1028-4384v4/022025-0092
1 4862-1028-4384v4/022025-0092
4862-1028-4384v4/022025-0092
S-1
4862-1028-4384v4/022025-0092
C-1
4862-1028-4384v4/022025-0092
Stradling Yocca Carlson & Rauth
Draft of 5/26/23
TABLE OF CONTENTS
(continued)
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TABLE OF CONTENTS
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