Official Statement Riverside 2023 Measure A Sales Tax Bonds (2013 Refunding)

PRELIMINARY OFFICIAL STATEMENT DATED JUNE __, 2023This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

NEW ISSUE—BOOK-ENTRY ONLY RATING: S&P: “__”
See the caption “RATING.”
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Special Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Special Counsel, interest (and original issue discount) with respect to the Certificates is exempt from State of California personal income tax. See the caption “TAX MATTERS” with respect to tax consequences relating to the Certificates, including with respect to the alternative minimum tax imposed on certain large corporations for tax years beginning after December 31, 2022. $_____

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)
Evidencing Proportionate and Undivided Interests of the Owners Thereof in Installment Sale Payments to be Made by
the City of Riverside
Pursuant to the 2013 Installment Sale Agreement
Dated: Date of Delivery Due: June 1, as shown on inside cover 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 “Certificates”), are being executed and delivered by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to the provisions of a Trust Agreement, dated as of July 1, 2023 (the “Trust Agreement”), by and among the Riverside Public Financing Authority (the “Authority”), the Trustee and the City of Riverside (the “Local Agency”). Capitalized terms used on this cover page and not otherwise defined have the meanings ascribed to them elsewhere in this Official Statement. See in particular Appendix A under the caption “DEFINITIONS.” The proceeds from the sale of the Certificates will be used: (i) to prepay all of the outstanding Riverside Public Financing Local Measure A Sales Tax Revenue (Installment Sale) Certificates of Participation, Series 2013 (Riverside Pavement Rehabilitation Project) (the “2013 Certificates”); and (ii) to pay costs incurred in connection with the execution, sale, and delivery of the Certificates. The Certificates are secured by payments made by the Local Agency to the Authority pursuant to the 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “Original Installment Sale Agreement”), as amended and supplemented by the First Supplement to 2013 Installment Sale Agreement, dated as of July 1, 2023 (the “First Supplement” and, together with the Original Installment Sale Agreement, the “2013 Installment Sale Agreement”), each by and between the Authority and the Local Agency. See the captions “ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS,” “THE REFUNDING PLAN,” and “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES.” The Local Agency is required under the 2013 Installment Sale Agreement to make installment sale payments (the “Installment Sale Payments”) to the Authority, which Installment Sale Payments are payable from a lien on all Measure A Receipts (as such term is defined herein). Measure A Receipts generally consist of certain amounts allocated by the Riverside County Transportation Commission and received by the Local Agency from a 0.5% retail transactions and use tax that is collected in the County of Riverside, California (the “County”) for a thirty-year period ending on June 30, 2039, for deposit in the Pledged Tax Fund in accordance with the 2013 Installment Sale Agreement. Installment Sale Payments are payable in an amount that is sufficient to pay, when due, the annual principal and interest with respect to the Certificates. See the captions “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” “MEASURE A REVENUES; MEASURE A RECEIPTS,” and “RISK FACTORS.” The Measure A Receipts are the sole source of payment of the Installment Sale Payments. Neither the general fund of the Local Agency nor any other moneys of the Local Agency are available to pay or secure the Installment Sale Payments or the Certificates. The obligation of the Local Agency to pay the Installment Sale Payments is not subject to abatement.

No debt service reserve fund or account has been established for the Certificates under the 2013 Installment Sale Agreement or the Trust Agreement.

The Certificates will be executed and delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Certificates. Individual purchases of Certificates may be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof for each maturity. Purchasers will not receive certificates representing their interest in the Certificates purchased. See Appendix F.

Payments of principal and interest with respect to the Certificates will be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for subsequent dispersal to Beneficial Owners of the Certificates as described herein. Interest with respect to the Certificates is payable on December 1, 2023 and each June 1 and December 1 thereafter, until the maturity or the earlier prepayment thereof. Principal with respect to the Certificates will be paid on each June 1, commencing June 1, 2024, upon surrender of such Certificates at the principal corporate office of the Trustee upon maturity or the earlier prepayment thereof.

The Certificates are subject to mandatory prepayment prior to their stated principal payment dates as described herein.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE CERTIFICATES. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

THE OBLIGATION OF THE LOCAL AGENCY TO MAKE INSTALLMENT SALE PAYMENTS UNDER THE 2013 INSTALLMENT SALE AGREEMENT IS A SPECIAL OBLIGATION OF THE LOCAL AGENCY PAYABLE SOLELY FROM MEASURE A RECEIPTS, DOES NOT CONSTITUTE A DEBT OF THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE AUTHORITY, THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE LOCAL AGENCY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE AUTHORITY HAS NO TAXING POWER. ____________________________________
MATURITY SCHEDULE – See Inside Front Cover Page
___________________________________
The Certificates are offered when, as, and if executed and delivered to and received by the Underwriter, subject to the approval of legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Special Counsel to the Local Agency. Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, is also acting as Disclosure Counsel to the Local Agency. Certain legal matters will be passed upon for the Authority and the Local Agency by the City Attorney of the City of Riverside, for the Underwriter by Kutak Rock LLP, Irvine, California, as Underwriter’s Counsel and for the Trustee by its counsel. It is anticipated that the Certificates in book-entry form will be available for delivery through the facilities of DTC on or about July __, 2023.

Dated: July __, 2023
$_____

RIVERSIDE PUBLIC FINANCING AUTHORITY

MATURITY SCHEDULE
(Base CUSIP 76904C†)
Maturity Date (June 1)*
Principal Amount
Interest Rate
Yield
Price
CUSIP†
2024
$
%
%
%
2025
2026
2027
2028
2029
2030
2031
2032
2033

LOCAL AGENCY

CITY OF RIVERSIDE, CALIFORNIA

CITY COUNCIL
Patricia Lock Dawson, Mayor
Erin Edwards, 1st Ward
Gaby Plascencia, 5th Ward
Clarissa Cervantes, 2nd Ward
Jim Perry, 6th Ward
Ronaldo Fierro, 3rd Ward
Steve Hemenway, 7th Ward
Chuck Conder, 4th Ward

CITY OFFICIALS
Michael Futrell, City Manager
Edward Enriquez
Gilbert Hernandez, P.E., T.E.

Chief Financial Officer/Treasurer
Public Works Director/City Engineer
Phaedra Norton
Donesia Gause
City Attorney
City Clerk

SPECIAL COUNSEL AND DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California

MUNICIPAL ADVISOR
CSG Advisors Incorporated
San Francisco, California

TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California

VERIFICATION AGENT
Causey Demgen & Moore P.C.

Denver, Colorado
No dealer, broker, salesperson or other person has been authorized by the Local Agency, the Authority or Piper Sandler & Co. (the “Underwriter”) to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Certificates, nor shall there be any sale of the Certificates, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale.

This Official Statement is not to be construed to be a contract with the purchasers of the Certificates. Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly described as such herein, are intended solely as such and are not to be construed as representations of fact.

The information set forth in this Official Statement has been obtained from the Local Agency, the Authority, and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness and it is not to be construed as a representation by the Local Agency or the Authority. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Local Agency or the Authority since the date of this Official Statement. The Local Agency maintains an Internet website and certain social media accounts. However, the information contained on or within such website and accounts is not incorporated in this Official Statement.

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE CERTIFICATES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget,” “intend” or similar words. The achievement of certain results or other expectations contained in such forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. No assurance is given that actual results will meet the forecasts set forth herein in any way, regardless of the optimism communicated in the information, and such statements speak only as of the date of this Official Statement. The Local Agency and the Authority disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Official Statement to reflect any changes in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

THE UNDERWRITER MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

TABLE OF CONTENTS
Page
INTRODUCTION 1
Description of the Certificates 1
Authorization 2
Use of Certificate Proceeds 2
Payment of Principal and Interest 2
Prepayment of Certificates 2
Security and Sources of Payment for the Certificates 2
Judicial Validation 3
Special, Limited Obligation of the Local Agency 3
Continuing Disclosure 4
Forward-Looking Statements 4
THE REFUNDING PLAN 4
ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS 6
THE CERTIFICATES 6
Authorization and Registration of Certificates 6
Judicial Validation 6
Payment of Certificates 7
Prepayment of Certificates 7
Purchase of Certificates in Lieu of Prepayment 7
Selection of Certificates for Prepayment 7
Notice of Prepayment; Effect of Notice 8
Partial Prepayment or Purchase of Certificates 8
Effect of Prepayment 8
Debt Service 9
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES 9
Installment Sale Payments 9
Pledge of Measure A Receipts 10
Revenue Fund; Pledged Tax Fund 10
Deposit of Other Available Revenues 11
Additional Contracts 12
No Reserve Fund 12
THE LOCAL AGENCY 12
MEASURE A REVENUES; MEASURE A RECEIPTS 13
Pledge of Measure A Receipts 13
The Measure A Sales Tax 13
Riverside County Transportation Commission 14
Senior Lien Measure A Obligations 14
Collection and Allocation of Measure A Revenues 16
Historical Measure A Revenues 17
MAXIMUM ANNUAL DEBT SERVICE COVERAGE 18
RISK FACTORS 19
Installment Sale Payments Constitute Limited Obligations 19 Passive Revenue Source 19
Increased Internet Use May Reduce Sales Tax Revenues 20 Allocation of Measure A Revenues to the Local Agency 20 Allocation of Measure A Revenues is Subordinate to Payment of Senior Measure A Obligations 20 Limitations on Use of Measure A Revenues 21
Additional Contracts 21
Loss of Tax Exemption 21
Limitations on Remedies; Bankruptcy 21
Constitutional Limitations on Appropriations 22
State Legislature or Electorate May Change Items Subject to Measure A Sales Tax 22 Increases in Sales Tax Rate May Cause Declines in Measure A Revenues 22 No Liability of Authority to Owners 22
Economic, Political, Social and Environmental Conditions 22 Natural Disasters 23
Secondary Market 23
COVID-19 Outbreak 23
Cyber Security 24
Climate Change 25
Taxpayer Protection and Government Accountability Act Initiative 25 CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS 26 Article XIIIB of the California Constitution – Limitations on Appropriations 26 Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes 27 Future Initiatives 28
THE AUTHORITY 29
TAX MATTERS 29
RATINGS 31
CONTINUING DISCLOSURE 31
MUNICIPAL ADVISOR 32
UNDERWRITING 32
NO LITIGATION 33
The Authority 33
The Local Agency 33
CERTAIN LEGAL MATTERS 33
MISCELLANEOUS 33
APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS A-1
APPENDIX B GENERAL INFORMATION REGARDING THE LOCAL AGENCY B-1 APPENDIX C PROPOSED FORM OF SPECIAL COUNSEL OPINION C-1 APPENDIX D FORM OF LOCAL AGENCY CONTINUING DISCLOSURE CERTIFICATE D-1 APPENDIX E CITY OF RIVERSIDE AUDITED FINANCIAL STATEMENTS E-1 APPENDIX F BOOK-ENTRY ONLY SYSTEM F-1

OFFICIAL STATEMENT
$_____

RIVERSIDE PUBLIC FINANCING AUTHORITY

INTRODUCTION
This Official Statement, which includes the front cover page, the inside front cover page, the table of contents and the appendices (the “Official Statement”), provides certain information concerning the execution and delivery of 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 “Certificates”), in an aggregate principal amount of $_____.* Descriptions and summaries of various documents set forth in this Official Statement do not purport to be comprehensive or definitive, and reference is made to each such document for complete details of all of the terms and conditions therein. All statements in this Official Statement are qualified in their entirety by reference to the applicable documents.

This Introduction is subject in all respects to the more complete information contained elsewhere in this Official Statement, and the offering of the Certificates to potential investors is made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix A under the caption “DEFINITIONS.” Description of the Certificates
The Certificates will be dated the date of their initial delivery and will mature on the dates and in the principal amounts set forth on the inside front cover page of this Official Statement. The Certificates will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Certificates.

The Certificates evidence proportionate and undivided interests of the registered owners thereof (the “Owners”) in installment payments (the “Installment Sale Payments”) to be made by the City of Riverside (the “Local Agency”) to the Riverside Public Financing Authority (the “Authority”), as the purchase price for certain local roadway and street improvement projects within the geographic boundaries of the Local Agency (each, a “2013 Project” and, collectively, the “2013 Projects”), pursuant to the 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “Original Installment Sale Agreement”), as amended and supplemented by the First Supplement to 2013 Installment Sale Agreement, dated as of July 1, 2023 (the “First Supplement” and, together with the Original Installment Sale Agreement, the “2013 Installment Sale Agreement”), each by and between the Authority and the Local Agency, to reflect the execution and delivery of the Certificates. The 2013 Projects were originally financed from proceeds of the 2013 Certificates (as such term is defined under the caption “—Use of Certificate Proceeds”). See the captions “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES” and “THE REFUNDING.” Authorization
The Certificates are being executed and delivered by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to: (i) a Trust Agreement, dated as of July 1, 2023 (the “Trust Agreement”), by and among the Authority, the Trustee and the Local Agency; and (ii) resolutions adopted by the Authority and the Local Agency on [June 27], 2023, respectively (collectively, the “Resolutions”). See the captions “THE CERTIFICATES—Authorization and Registration of Certificates” and Appendix A.

Use of Certificate Proceeds
The proceeds from the sale of the Certificates will be used: (i) to prepay 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”), the proceeds of which were applied to finance the design, acquisition, and construction of the 2013 Projects; and (ii) to pay costs incurred in connection with the execution, sale and delivery of the Certificates. See the captions “ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS” and “THE REFUNDING PLAN.” Payment of Principal and Interest
Interest with respect to the Certificates is payable semiannually on December 1, 2023 and each June 1 and December 1 thereafter (each, an “Interest Payment Date”), and is payable by check mailed by first class mail on the date that such interest is due to the Owner at such Owner’s address as it appears on the registration books maintained by the Trustee; provided, however, that an Owner of $1,000,000 or more in aggregate principal amount evidenced by the Certificates may request in writing that the Trustee pay the interest evidenced by such Certificates by wire transfer, and the Trustee will comply with such request for all Interest Payment Dates following the fifteenth day after receipt of such request until such request is rescinded.

Principal with respect to the Certificates is payable on June 1 of each year, commencing June 1, 2024 (each, a “Certificate Payment Date”), upon surrender of such Certificate at the principal corporate trust office of the Trustee in Los Angeles, California, upon the maturity or earlier prepayment thereof. See the caption “THE CERTIFICATES.” Prepayment of Certificates
The Certificates are subject to mandatory prepayment under certain circumstances. See the caption “THE CERTIFICATES—Prepayment of Certificates.” Security and Sources of Payment for the Certificates
Installment Sale Payments. Pursuant to the 2013 Installment Sale Agreement, the Local Agency is required to pay to the Trustee, from a lien on the Measure A Receipts (as such term is defined herein), the Installment Sale Payments, which Installment Sale Payments are designed to be sufficient, in both time and amount, to pay, when due, the principal and interest evidenced and represented by the Certificates.

The term “Measure A Receipts” is defined in the 2013 Installment Sale Agreement to mean Measure A Revenues allocated by the Riverside County Transportation Commission (“RCTC”) to the Local Agency pursuant to the Measure A Ordinance, to the extent that the 2013 Project (as described under the caption “—Description of the Certificates”) constituted a Measure A Project.

The term “Measure A Revenues” is defined in the 2013 Installment Sale Agreement to mean revenues of RCTC derived from a retail transactions and use tax (Measure A funds) imposed in the County of Riverside (the “County of Riverside”) pursuant to the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the California Public Utilities Code, as now in effect and as it may from time to time hereafter be amended or supplemented (the “County Transportation Commissions Act”), and the Measure A Ordinance. Collection of the Measure A Revenues terminates on June 30, 2039.

The term “Measure A Ordinance” is defined in the 2013 Installment Sale Agreement to mean Ordinance No. 02-001, the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by RCTC on May 8, 2002, and approved by at least twothirds of electors voting on such proposition in the November 5, 2002 election, as supplemented and amended.

The term “Measure A Project” is defined in the 2013 Installment Sale Agreement to mean a capital project for which Measure A Receipts were authorized to be expended, including Administration Fees (as such term is defined in Appendix A under the caption “DEFINITIONS”). All of the 2013 Projects constituted Measure A Projects.

Only the portion of the Measure A Revenues that are allocated by RCTC to the Local Agency may be applied to pay the Installment Sale Payments. See the caption “RISK FACTORS—Limitations on Use of Measure A Revenues.” Pursuant to the Trust Agreement, the Authority has assigned to the Trustee all of the Authority’s rights and remedies under the 2013 Installment Sale Agreement, including, but not limited to, the Authority’s security interest in and lien upon the Measure A Receipts. See the captions “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” “MEASURE A REVENUES; MEASURE A RECEIPTS,” and Appendix A.

No Reserve Fund. No debt service reserve fund or account has been established for the Certificates under the 2013 Installment Sale Agreement or the Trust Agreement.

Judicial Validation
In 2013, the Local Agency filed a complaint (the “Validation Action”) in the Superior Court of the State of California for the County of Riverside (the “Riverside County Superior Court”) pursuant to California Government Code Section 53510 et seq. and California Code of Civil Procedure Section 860 et seq. (collectively, the “Validation Law”) seeking to validate certain issues raised by the proposed execution and delivery of the 2013 Certificates and the 2013 Installment Sale Agreement, as well as other obligations which are payable from Measure A Receipts on a parity with the installment payments payable under the 2013 Installment Sale Agreement. On April 30, 2013, the Local Agency obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. See the caption “THE CERTIFICATES—Judicial Validation.” Special, Limited Obligation of the Local Agency
THE OBLIGATION OF THE LOCAL AGENCY TO MAKE INSTALLMENT SALE PAYMENTS UNDER THE 2013 INSTALLMENT SALE AGREEMENT IS A SPECIAL OBLIGATION OF THE LOCAL AGENCY PAYABLE SOLELY FROM MEASURE A RECEIPTS, DOES NOT CONSTITUTE A DEBT OF THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE AUTHORITY, THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE AUTHORITY HAS NO TAXING POWER.

Continuing Disclosure
In connection with the execution and delivery of the Certificates, the Local Agency will covenant in a continuing disclosure certificate (the “Continuing Disclosure Certificate”) executed for the benefit of Owners to provide certain financial information and operating data and notices of certain events. See the caption “CONTINUING DISCLOSURE” and Appendix D.

Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “intend,” “expect,” “propose,” “estimate,” “project,” “budget,” “anticipate” or other similar words. The achievement of certain results or other expectations contained in such forwardlooking statements involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements that are described in this Official Statement to be materially different from any future results, performance or achievements that are expressed or implied by such forwardlooking statements. No updates or revisions to these forward-looking statements will be issued if or when the expectations, events, conditions, or circumstances on which such statements are based change. The forward-looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARDLOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.

THE REFUNDING PLAN
The Certificates are being executed and delivered in order to provide funds to defease and prepay in full the 2013 Certificates, which are described in the following table below. The 2013 Certificates were executed and delivered to finance the 2013 Projects.

Under an Escrow Agreement (2013 Certificates), dated as of July 1, 2023 (the “Escrow Agreement”), by and among the Local Agency, the Authority and U.S. Bank National Association, as escrow agent (the “Escrow Agent”), the Local Agency and the Authority will cause a portion of the proceeds of the 2023 Certificates to be delivered to the Escrow Agent, together with moneys held in certain funds related to the 2013 Certificates. Such amounts will be deposited by the Escrow Agent in the escrow fund established under the Escrow Agreement (the “Escrow Fund”).

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2013
(RIVERSIDE PAVEMENT REHABILITATION PROJECT)
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
[CONFIRM] The Escrow Agent will invest a portion of the amounts deposited in the Escrow Fund in federal securities as set forth in the Escrow Agreement. From the moneys on deposit in the Escrow Fund and the investment earnings thereon, the Escrow Agent will pay, on [July __, 2023] [the date of execution and delivery of the 2023 Certificates] (the “Prepayment Date”), the principal of the outstanding 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium.

Sufficiency of the deposits in the Escrow Fund for such purposes will be verified by Causey Demgen & Moore P.C., Denver, Colorado (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the Escrow Agreement, the 2013 Certificates will be defeased pursuant to the provisions of the trust agreement under which they were issued as of the date of execution and delivery of the 2023 Certificates.

Upon the execution and delivery of the 2023 Certificates, the Verification Agent will deliver a report on the mathematical accuracy of certain computations based upon certain information and assertions provided to it by the Underwriter relating to the adequacy of the moneys deposited in the Escrow Fund to pay the principal of the outstanding 2013 Certificates maturing after the Prepayment Date, plus interest with respect thereto accrued through the Prepayment Date, without premium.

The amounts held by the Escrow Agent in the Escrow Fund are pledged solely to the payment of the 2013 Certificates. Neither the funds deposited in the Escrow Fund, nor any interest thereon, will be available for the payments of principal of or interest on the 2023 Certificates.

ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS
The following table details the estimated sources and uses of Certificate proceeds.

Estimated Sources(1)
Principal Amount Represented by Certificates
$
Plus/Less: Net Original Issue Premium
Less: Underwriter’s Discount
Total Sources
$
Estimated Uses(1)
Transfer to Escrow Agent for Deposit in Escrow Fund
Costs of Issuance(2)
Total Uses
$
(1) Rounded to nearest dollar. Totals may not add due to rounding. (2) Moneys in the Cost of Issuance Fund are expected to be used to pay the fees and expenses of Special Counsel, the Trustee, the Municipal Advisor and the rating agency and printing and other miscellaneous costs.

THE CERTIFICATES
Authorization and Registration of Certificates
The Certificates are being executed and delivered by the Trustee pursuant to the Trust Agreement and the Resolutions. The Certificates will be dated the date of their initial delivery and will mature on the dates and in the principal amounts set forth on the inside front cover page of this Official Statement. The Certificates will be initially registered in the name of Cede & Co., as nominee for DTC, which will act as securities depository for the Certificates. See Appendices A and G.

Judicial Validation
Validation Action. In 2013, the Local Agency filed the Validation Action in the Riverside County Superior Court pursuant to the Validation Law seeking to validate certain issues raised by the proposed execution and delivery of the Certificates and the 2013 Installment Sale Agreement, as well as other obligations which are payable from Measure A Receipts on a parity with the installment payments payable under the 2013 Installment Sale Agreement. See the caption “—Matters Subject to Validation.” The Local Agency filed the Validation Action on February 19, 2013. There was no answering party in the action and, on April 30, 2013, the Local Agency obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of such judgment could only be filed with the Riverside County Superior Court within 30 days after the entry of such judgment (i.e., by no later than May 30, 2013) and, because there was no answering party in the action, only issues related to the jurisdiction of the Riverside County Superior Court to enter a judgment in the action could be raised during such period. The appeal period for such action expired on May 30, 2013 with no party filing an appeal.

Matters Subject to Validation. In the Validation Action, the Local Agency obtained the judgment of the Riverside County Superior Court that the Local Agency has the authority under the State Constitution and State law: (i) to execute and deliver the Trust Agreement pursuant to which the 2013 Certificates were executed and delivered, the 2013 Installment Sale Agreement and the purchase agreement by and among the Authority, the Local Agency and the underwriter of the 2013 Certificates pursuant to which the 2013 Certificates were purchased, as well as any respective contracts or agreements relating to the issuance of parity obligations (i.e., obligations which are payable from Measure A Receipts on a parity with the installment payments payable under the 2013 Installment Sale Agreement, each of which will upon their execution and delivery by the Local Agency be valid, legal and binding obligations in accordance with their terms); (ii) to cause the execution and delivery of the 2013 Certificates; (iii) to apply the proceeds of the 2013 Certificates to the financing of the 2013 Projects; and (iv) to commit and apply the Measure A Receipts to the payment of the 2013 Certificates. The Certificates evidence proportionate undivided interests in the Installment Sale Payments, as reduced pursuant to the terms of the First Supplement.

Payment of Certificates
The Certificates will be executed and delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the Certificates. Individual purchases of Certificates may be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof for each maturity. Purchasers will not receive certificates representing their interest in the Certificates purchased. Payments of principal and interest with respect to the Certificates will be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for subsequent dispersal to Beneficial Owners of the Certificates as described in this Official Statement. Interest with respect to the Certificates is payable on December 1, 2023 and each Interest Payment Date thereafter until the maturity or the earlier prepayment thereof. Principal and any prepayment premiums with respect to each Certificate will be paid on each Certificate Payment Date upon surrender of such Certificate at the principal corporate office of the Trustee upon maturity or the earlier prepayment thereof. See Appendix F.

Prepayment of Certificates
The Certificates will be subject to mandatory prepayment prior to maturity, in whole or in part (by lot within any maturity), on any date, from amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of default under the 2013 Installment Sale Agreement, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium.

Purchase of Certificates in Lieu of Prepayment
In lieu of prepayment of any Certificates, amounts on deposit in the Revenue Fund may also be used and withdrawn by the Trustee at any time, upon the Request of the Authority, for the purchase of such Certificates at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Authority may in its discretion determine, but not in excess of the principal amount thereof plus accrued interest to the purchase date. The principal amount of any Certificates so purchased by the Trustee in any twelve-month period ending 60 days prior to any Certificate Payment Date in any year will be credited towards and will reduce the principal amount of such Term Certificates (as such term is defined in the Trust Agreement) required to be prepaid on such Certificate Payment Date in such year.

Selection of Certificates for Prepayment
Whenever provision is made in the Trust Agreement for the prepayment or purchase of less than all of the Certificates or any given portion thereof, the Trustee will, subject to the following sentence, select the Certificates to be prepaid or purchased, from all Certificates subject to prepayment or purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called for prepayment or purchase. Upon receipt of moneys resulting in a mandatory prepayment of the Certificates, the Trustee will request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and maturities of the Certificates to be prepaid. The Trustee will promptly notify the Authority in writing of any prepayment or purchase of Certificates and of the Certificates or portions thereof so selected for prepayment or purchase.

Notice of Prepayment; Effect of Notice
Notice of prepayment or purchase will be mailed by first-class mail by the Trustee, not less than 30 nor more than 60 days prior to the prepayment date, to: (i) the respective Owners of any Certificates designated for prepayment or purchase at their addresses appearing on the registration books of the Trustee; and (ii) if the Certificates are no longer held by DTC, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access System (“EMMA”). Notice of prepayment will be given by telecopy, certified, registered or overnight mail to the Securities Depositories and EMMA. Each notice of prepayment or purchase will state the date of such notice, the date of initial execution and delivery of the Certificates, the prepayment date, the Prepayment Price, the place or places of prepayment or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Certificates of each Certificate Payment Date or Dates, and, if less than all of the Certificates of any such Certificate Payment Date, the distinctive certificate numbers of the Certificates with such Certificate Payment Date, to be prepaid or purchased and, in the case of Certificates to be prepaid or purchased in part only, the respective portions of the principal amount thereof to be prepaid or purchased. Each such notice will also state that on said date there will become due and payable on each of said Certificates the Prepayment Price represented thereby or of said specified portion of the principal amount thereof in the case of a Certificate to be prepaid in part only, together with interest accrued with respect thereto to the prepayment date, and that from and after such prepayment date, interest thereon will cease to accrue, and will require that such Certificates be then surrendered at the address or addresses of the Trustee specified in the prepayment notice.

If any of the Certificates are prepaid pursuant to an advance refunding, notice of such advance refunding and prepayment will be given in the same manner as described above, and also within the same time period with respect to the actual prepayment date.

Notice of prepayment or purchase of Certificates will be given by the Trustee, at the expense of the Authority. Conditional notice of prepayment may be given at the direction of the Authority and will be given if funds sufficient to prepay the Certificates are not then on deposit with the Trustee. If at the time of mailing of notice, funds are not then on deposit with the Trustee, such notice will state that it is conditional upon the deposit of the funds not later than the opening of business on the date of prepayment of the Certificates, and such notice will be of no effect unless such moneys are so deposited.

Failure by the Trustee to give notice pursuant to the Trust Agreement to EMMA or the Securities Depositories will not affect the sufficiency of the proceedings for prepayment. Failure by the Trustee to mail notice of prepayment pursuant to the Trust Agreement to any one or more of the respective Owners of any Certificates designated for prepayment will not affect the sufficiency of the proceedings for prepayment with respect to the Owner or Owners to whom such notice was mailed.

Partial Prepayment or Purchase of Certificates
Upon surrender of any Certificate to be prepaid in part only, the Trustee will execute and deliver to the registered owner thereof, at the expense of the Authority, a new Certificate or Certificates of authorized denominations, and having the same Certificate Payment Date, equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered.

Effect of Prepayment
Notice of prepayment having been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment being held by the Trustee, on the prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment will become due and payable at the Prepayment Price specified in such notice and interest accrued with respect thereto to the prepayment date, interest with respect to the Certificates so called for prepayment will cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security under the Trust Agreement and the Owners of said Certificates will have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest.

All Certificates prepaid pursuant to the provisions of the Trust Agreement will be cancelled upon surrender thereof by the Trustee. All Certificates purchased pursuant to the provisions of the Trust Agreement will be registered in the name of the Authority and delivered to, or as directed in writing by, the Authority.

Debt Service
The table below presents the annual debt service with respect to the Certificates for the year ending on June 1 in the years shown below:

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)
Debt Service Schedule
Date
(June 1)
Principal
Interest
Total
2024
$
$
$
2025
2026
2027
2028
2029
2030
2031
2032
2033
$
$
$
Source: Underwriter.

SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
Installment Sale Payments
The Certificates evidence proportionate and undivided interests of the Owners thereof in the Installment Sale Payments to be made by the Local Agency pursuant to the 2013 Installment Sale Agreement. Pursuant to the 2013 Installment Sale Agreement, the Local Agency is required to pay to the Trustee, from a lien on Measure A Receipts, the 2013 Installment Sale Payments, which are designed to be sufficient in both time and amount, to pay, when due, the principal and interest evidenced and represented by the Certificates. See the caption “—Pledge of Measure A Receipts.” Pursuant to the Trust Agreement, the Authority has assigned to the Trustee, for the benefit of the Owners, its rights under the 2013 Installment Sale Agreement, including, but not limited to, the Authority’s security interest in and lien upon Measure A Receipts. See Appendix A.

Pledge of Measure A Receipts
All Measure A Receipts and any other amounts held by the Trustee in any fund or account established under the Trust Agreement (other than amounts on deposit in the Rebate Fund established under the Trust Agreement) have been irrevocably pledged to the payment of the principal, interest and prepayment premium, if any, evidenced and represented by the Certificates as provided in the Trust Agreement, and the Measure A Receipts will not be used for any other purpose while any of the Certificates remain outstanding; provided, however, that out of the Measure A Receipts there may be applied such sums for such purposes as are permitted under the Trust Agreement and the 2013 Installment Sale Agreement. Such pledge will constitute a first pledge of and charge and lien upon the Measure A Receipts on deposit in the funds and accounts established under the Trust Agreement (other than amounts on deposit in the Rebate Fund) for the payment of the interest and principal with respect to the Certificates in accordance with the terms of the Trust Agreement. Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the Authority’s rights and remedies under the 2013 Installment Sale Agreement, including, but not limited to, the Authority’s security interest in and lien upon the Measure A Receipts.

The Local Agency has covenanted and agreed in the 2013 Installment Sale Agreement to apply Measure A Receipts to the payment of annual Installment Sale Payments prior to any other expenditure of such funds, subject to the terms for release for expenditure as provided in the 2013 Installment Sale Agreement and only in an amount not exceeding the Measure A Receipts.

For more information regarding the portion of Measure A Revenues historically allocated by RCTC to the Local Agency, see the caption “MEASURE A REVENUES; MEASURE A RECEIPTS.” See also the caption “RISK FACTORS.” Revenue Fund; Pledged Tax Fund
In order to carry out and effectuate the pledge, charge, and lien contained in the Trust Agreement, the Authority has covenanted that all Installment Sale Payments when and as received will be received by the Authority in trust for the benefit of the Owners and will be deposited when and as received by the Authority in the Revenue Fund created and maintained by the Trustee under the Trust Agreement. All Installment Sale Payments will be held in trust in the Revenue Fund. Measure A Revenues will be allocated to the Local Agency; such amounts will be applied by RCTC prior to the disbursement of Measure A Revenues to the Local Agency. See the caption “INTRODUCTION—Security and Sources of Payment for the Certificates—Installment Sale Payments.” The following funds and accounts will be established within the Revenue Fund: (i) the Interest Fund; (ii) the Principal Fund; (iii) the Administration Fund; and (iv) the Surplus Account.

In order to carry out and effectuate the obligation of the Local Agency contained in the 2013 Installment Sale Agreement to pay the Installment Sale Payments, including the Administration Fee, the Local Agency has agreed and covenanted in the 2013 Installment Sale Agreement to establish a Pledged Tax Fund (the “Pledged Tax Fund”) and within the Pledged Tax Fund, a “Measure A Receipts Account,” which fund and account therein the Local Agency has agreed and covenanted to maintain so long as any Installment Sale Payments remain unpaid, and all money on deposit therein will be applied and used only as provided in the 2013 Installment Sale Agreement. The Local Agency has agreed and covenanted that all Measure A Receipts received by it will be deposited when and as received in the Measure A Receipts Account.

All of the Revenues (which term is defined in the 2013 Installment Sale Agreement to mean all Measure A Receipts) and all money in the Pledged Tax Fund and in the funds or accounts so specified and provided for the 2013 Installment Sale Agreement have been irrevocably pledged to the punctual payment of the Installment Sale Payments, including the Administration Fee, and the Revenues will not be used for any other purpose while any of such Installment Sale Payments remain outstanding; subject to the provisions of the 2013 Installment Sale Agreement permitting application thereof for the purposes and on the terms and conditions set forth therein. Such pledge constitutes a lien on the Revenues for the payment of the Installment Sale Payments, including the Administration Fee, in accordance with the terms of the 2013 Installment Sale Agreement.

Pursuant to the 2013 Installment Sale Agreement, all Revenues on deposit in the Pledged Tax Fund will be set aside and deposited by the Local Agency in the various funds and accounts within the Revenue Fund at the following times in the following order of priority:

Interest Fund and Principal Fund Deposits. On or before the fifteenth day preceding each Interest Payment Date, the Local Agency will, from the Revenues in the Pledged Tax Fund, transfer to the Trustee for deposit in the Interest Fund within the Revenue Fund, a sum equal to the interest becoming due and payable on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Interest Fund equal to the amount of interest becoming due and payable with on the next succeeding Interest Payment Date; and on or before the fifteenth day preceding each Certificate Payment Date, the Local Agency will, from the Revenues in the Pledged Tax Fund, transfer to the Trustee for deposit in the Principal Fund within the Revenue Fund, a sum equal to the principal becoming due and payable on the next succeeding Installment Sale Payment Date, except that no such deposit need be made if the Trustee then holds money in the Principal Fund equal to the amount of principal becoming due and payable with respect to the Local Agency on the next succeeding Certificate Payment Date.

Administration Fund Deposit. On or before the fifteenth day of the month preceding each Certificate Payment Date, the Local Agency will, from the remaining Revenues on deposit in the Pledged Tax Fund, transfer to the Trustee for deposit in the Administration Fund within the Revenue Fund, a sum equal to the Administration Fee becoming due and payable under the Trust Agreement on the next Certificate Payment Date, and all money on deposit in the Administration Fund will be used to pay the Administration Fee due on such Certificate Payment Date, in accordance with the terms of the Trust Agreement.

The term “Administration Fee” is defined in the 2013 Installment Sale Agreement to mean an amount equal to the sum of the respective annual administration fees charged by the Trustee, the Rebate Analyst and any other similar fee payable in connection with administration of the Certificates, payable on the 15th day of the month preceding each Certificate Payment Date.

Notwithstanding the foregoing, provided that all transfers described above under the caption “—Administration Fund Deposit” have been made, on any Business Day moneys on deposit in the Pledged Tax Fund in excess of the sum of: (i) interest becoming due and payable under the 2013 Installment Sale Agreement on the next succeeding Interest Payment Date (less amounts then held by the Trustee in the Interest Fund); and (ii) the Pro Rata Share of Principal (less amounts then held by the Trustee in the Principal Fund) may be expended by the Local Agency at any time for any purpose permitted by law.

The term “Pro Rata Share of Principal” is defined in the 2013 Installment Sale Agreement to mean, during any month, an amount of principal becoming due and payable thereunder on the next succeeding Certificate Payment Date that would have accrued if such principal were deemed to accrue monthly in equal amounts from the preceding Certificate Payment Date.

Deposit of Other Available Revenues
Notwithstanding the pledge of Measure A Receipts as described above, the Local Agency may satisfy its obligation to deposit Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee and, if and when so deposited, such Other Available Revenues will be irrevocably pledged to the payment of Installment Sale Payments. Unless and until deposited with the Trustee, such Other Available Revenues are not pledged to the payment of Installment Sale Payments.

The term “Other Available Revenues” is defined in the 2013 Installment Sale Agreement to mean revenues, other than Measure A Receipts, legally available to the Local Agency to make Installment Sale Payments, if any.

Additional Contracts
So long as the Local Agency is not in default under the 2013 Installment Sale Agreement, the Local Agency may at any time execute any installment sale contracts, capital leases or similar obligations of the Local Agency (each, a “Contract”), authorized and executed by the Local Agency under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from Measure A Receipts on a parity with the payment of the Installment Sale Payments, without the consent of Owners of the Certificates; provided that the audited Revenues, plus the Measure A Receipts Coverage Amount, as evidenced by both a calculation prepared by the Local Agency and a special report prepared by an Independent Certified Public Accountant on such calculation on file with the Local Agency, produce a sum equal to at least 200% of the Maximum Annual Debt Service on all Contracts outstanding after the execution of such amendment or Contract.

Notwithstanding the foregoing provisions, there will be no limitations on the ability of the Local Agency to execute any Contract at any time to refund any outstanding Contract.

The term “Measure A Receipts Coverage Amount” is defined in the 2013 Installment Sale Agreement to mean an amount in any Fiscal Year equal to Measure A Revenues allocated to the Local Agency in excess of Measure A Receipts but not more than 50% of Measure A Receipts for such Fiscal Year.

To the extent that other Contracts are executed by the Local Agency, the funds available to pay the Installment Sale Payments may be decreased.

No Reserve Fund
No debt service reserve fund or account has been established for the Certificates under the 2013 Installment Sale Agreement or the Trust Agreement.

THE LOCAL AGENCY
The Local Agency is the county seat of Riverside County (the “County”) and is located in the western portion of the County about 60 miles east of downtown Los Angeles and approximately 90 miles north of San Diego. Within 10 miles of the Local Agency are the cities of San Bernardino, Loma Linda, Corona, Norco, Fontana, Ontario, Rialto, Colton, Moreno Valley and Redlands, among others. These cities and the Local Agency are located in the County and the County of San Bernardino and comprise the Riverside-San Bernardino Primary Metropolitan Statistical Area (the “PMSA”). The PMSA represents an important economic area of the State and of Southern California. It lies to the west and south, respectively, of the strategic San Gorgonio and Cajon Passes, from which three transcontinental railroads and interstate highways converge to connect the Los Angeles area with the other areas of the nation. The Local Agency is situated in close proximity to the metropolitan centers of Los Angeles and Orange Counties.

As of 2022, the Local Agency had a population estimated at 317,847 and the County had a population estimated at 2,435,525.

The Local Agency was incorporated in 1883 and covers 81.5 square miles. The Local Agency is a charter city and has a council-manager form of government with a seven-member council being elected by ward for four-year overlapping terms. The mayor is elected at large for a four-year term and is the presiding officer of the council, but does not have a vote except in case of a tie. The position of City Manager is filled by appointment of the council to serve as administrator of the staff and to carry out the policies of the council.

Functions of the Local Agency’s government are carried out by approximately 2,500 personnel. The Local Agency operates and maintains a sewer, water, refuse collection, storm drain and electrical system. Other Local Agency services include diversified recreation programs, police (including approximately 350 sworn officers), fire (including approximately 225 sworn firefighters), general aviation airport, parks, emergency medical aid, traffic safety maintenance and building safety regulation and inspection.

Among the Local Agency’s cultural institutions and activities are a convention center, the Riverside Art Museum, the Riverside Metropolitan Museum, a number of libraries, the Municipal Auditorium, the Fox Performing Arts Center, the opera society and the symphony society. There are three major hospitals in the Local Agency: Parkview Community, Riverside Community and Kaiser Permanente.

Certain economic and demographic information regarding the Local Agency is included in Appendix B. See the caption “MEASURE A REVENUES; MEASURE A RECEIPTS” for a discussion of the portion of Measure A Revenues that has historically been allocated by RCTC to the Local Agency.

The Local Agency undertook the 2013 Projects as part of its ongoing effort to accelerate street system improvements within its jurisdiction. The 2013 Projects included the construction of improvements to streets and roadways within the corporate limits of the Local Agency, which improvements are eligible costs payable from Measure A Revenues, including engineering, inspection, contract administration and other incidental costs.

MEASURE A REVENUES; MEASURE A RECEIPTS
Pledge of Measure A Receipts
Pursuant to the 2013 Installment Sale Agreement, the Local Agency will pledge its Measure A Receipts for the payment of the Installment Sale Payments.

In an election on November 5, 2002, more than two-thirds of the voters in the County of Riverside approved the Measure A Ordinance, thereby imposing a 0.5% retail transactions and use tax on the gross receipts of retailers from the sale of tangible personal property sold in the County of Riverside and a use tax at the same rate upon the storage, use, or other consumption in the County of Riverside of such property purchased from any retailer for storage, use, or other consumption in the County of Riverside, subject to certain limited exceptions described below (the “Measure A Sales Tax”). The Measure A Sales Tax commenced on July 1, 2009, is administered by RCTC and will be collected for a thirtyyear period ending on June 30, 2039.

The Measure A Sales Tax
The Measure A Sales Tax imposed in the County of Riverside for transportation purposes and administered by RCTC is in addition to the sales or use tax levied statewide by the State (currently 7.25%). In general, the State Sales Tax (as such term is defined below) applies to the gross receipts of retailers from the sale of tangible personal property. The State use tax is imposed on the storage, use, or other consumption in the State of property purchased from a retailer for such storage, use, or other consumption. Because the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State.

The Measure A Sales Tax is generally imposed upon the same transactions and items that are subject to the sales and use tax levied by the State (the “State Sales Tax”), with generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and the Measure A Sales Tax. The most important of these exemptions are sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity and water when delivered to consumers through mains, lines and pipes. In addition, Occasional Sales (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller’s permit) are generally exempt from both the State Sales Tax and the Measure A Sales Tax; however, the Occasional Sales exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the County that are shipped to a point outside the County pursuant to the contract of sale, by delivery to such point by the retailer or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt both from the State Sales Tax and the Measure A Sales Tax.

Action by the State Legislature or by voter initiative could change the transactions and items upon which the State Sales Tax and the Measure A Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Measure A Revenues. Neither the Authority nor the Local Agency is currently aware of any proposed legislative change that would have a material adverse effect on Measure A Revenues.

Riverside County Transportation Commission
The State Legislature created RCTC in 1976 as one of four transportation commissions that were designed to provide more local participation in and control of transportation matters in the southern California area. RCTC is charged with a number of responsibilities in serving the residents of the County of Riverside, the most prominent of which is administering the sales tax program created by the Measure A Sales Tax Act. RCTC’s other responsibilities include: (i) serving as the congestion management agency for the County; and (ii) serving as the Service Authority for Freeway Emergencies, which operates the freeway service patrol for the County.

Senior Lien Measure A Obligations
The Measure A Ordinance provides that not more than $975,000,000 in aggregate principal amount of bonds or other evidence of indebtedness secured by Measure A Revenues may be outstanding at any one time. RCTC has previously issued bonds (collectively, the “Senior Lien Bonds”) which were outstanding in the aggregate principal amount of $747,320,000 as of June 30, 2022. All Senior Lien Bonds are secured by a first lien pledge of Measure A Revenues. The Senior Lien Bonds were issued pursuant to an Indenture, dated as of June 1, 2008, as supplemented from time to time (collectively, the “Measure A Revenues Indenture”), by and between RCTC and the trustee named therein (the “Measure A Revenues Trustee”).

Pursuant to the Measure A Revenues Indenture, RCTC may issue from time to time additional bonds or other obligations on a parity with the Senior Lien Bonds (collectively, “Additional Senior Obligations”). RCTC may also issue from time to time obligations payable out of Measure A Revenues on a basis subordinate to the payment of the principal, premium, interest and reserve fund requirements for the Senior Lien Bonds and Additional Senior Obligations (collectively, “Subordinate Obligations”). For example, RCTC has instituted a program pursuant to which it may issue commercial paper notes as Subordinate Obligations in an aggregate principal amount of up to $60,000,000, none of which was outstanding as of June 30, 2022. RCTC has also entered into a Transportation Infrastructure Finance and Innovation Act loan payable to the United States Department of Transportation which is also a Subordinate Obligation, of which $162,385,853 in aggregate principal amount and accrued interest was outstanding as of June 30, 2022.

RCTC may also obtain liquidity facilities or credit enhancement (“Liquidity Facilities/Credit Enhancement”) for its Senior Lien Bonds and Additional Senior Obligations, although RCTC is not a party to any such Liquidity Facilities/Credit Enhancement at this time. RCTC has obtained such Liquidity Facilities/Credit Enhancement for its commercial paper notes, which constitute Subordinate Obligations, of which there were no amounts which had not been reimbursed to the counterparty bank as of June 30, 2022.

All payments with respect to the Senior Lien Bonds, Additional Senior Obligations, Subordinate Obligations and the Liquidity Facilities/Credit Enhancement will be made from Measure A Revenues before any remaining Measure A Revenues are transferred to RCTC for allocation by RCTC to the Local Agency. See the subcaption “—Flow of Funds under Measure A Revenues Indenture” below and the captions “—Collection and Allocation of Measure A Revenues” and “RISK FACTORS.” Information with respect to debt service coverage on RCTC Senior Lien Bonds and Subordinate Obligations, as well as a variety of other operating information with respect to RCTC, is included in certain disclosure documents prepared by RCTC. RCTC periodically prepares official statements and other disclosure documents in connection with its bonds and other obligations. RCTC has also entered into certain continuing disclosure agreements pursuant to which it is contractually obligated for the benefit of owners of certain of its outstanding obligations to file certain annual reports, including audited financial statements and notice of certain events, pursuant to Rule 15c212 adopted by the Securities and Exchange Commission (“Rule 15c212”). Such official statements, other disclosure documents, annual reports and notices are filed with EMMA. Such information is not incorporated herein by reference thereto, and the Local Agency and the Authority make no representation as to the accuracy or completeness of such information. RCTC HAS NOT ENTERED INTO ANY CONTRACTUAL COMMITMENT WITH THE LOCAL AGENCY, THE AUTHORITY, THE TRUSTEE OR THE OWNERS OF THE CERTIFICATES TO PROVIDE INFORMATION TO THE LOCAL AGENCY, THE AUTHORITY OR THE OWNERS OF THE CERTIFICATES.

RCTC HAS NOT REVIEWED THIS OFFICIAL STATEMENT AND HAS NOT MADE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION THAT IS CONTAINED OR INCORPORATED HEREIN, INCLUDING INFORMATION WITH REGARD TO RCTC. RCTC IS NOT CONTRACTUALLY OBLIGATED, AND HAS NOT UNDERTAKEN, TO UPDATE SUCH INFORMATION FOR THE BENEFIT OF THE LOCAL AGENCY, THE AUTHORITY OR THE OWNERS OF THE CERTIFICATES UNDER RULE 15c2-12.

Flow of Funds under Measure A Revenues Indenture. Under the Measure A Revenues Indenture, Measure A Revenues are received directly by the Measure A Revenues Trustee (not RCTC) to be held in a fund maintained by the Measure A Revenues Trustee designated the “Revenue Fund” and thereafter deposited in the below-described order of priority as follows:
(1) Each month: (i) one-sixth of the aggregate half-yearly amount of interest becoming due and payable on fixed Senior Lien Bonds during the next ensuing six months; plus (ii) the aggregate amount of interest accrued on variable rate Senior Lien Bonds during such month, at a rate specified by RCTC, will be deposited in the Interest Fund established under the Measure A Revenues Indenture until the amount therein is equal to the amount of interest coming due on the next interest payment date; (2) Each month, one-twelfth of the aggregate yearly, or one sixth of the aggregate half-yearly, amount of principal (including sinking fund payments) becoming due and payable on fixed Senior Lien Bonds during the next ensuing twelve or six months, as applicable, will be deposited in the Principal Fund established under the Measure A Revenues Indenture until the amount therein is equal to the amount of principal coming due on the next principal payment date, unless RCTC certifies to the Measure A Revenues Trustee that such principal will be refunded prior to its maturity; provided that if sufficient Measure A Revenues are not available to make the foregoing deposits, available Measure A Revenues will be credited pro rata to each issue of Senior Lien Bonds; (3) Upon the occurrence of any deficiency in the Bond Reserve Fund established under the Measure A Revenues Indenture, Measure A Revenues will be deposited in the Bond Reserve Fund until such fund contains an amount equal to the Bond Reserve Requirement; (4) After the deposits described in steps (1), (2) and (3) above have been made, remaining Measure A Revenues will be transferred to the Subordinate Obligations trustee to make the deposits required by the master indenture for Subordinate Obligations, and thereafter, remaining Measure A Revenues will be returned to the Measure A Revenues Trustee; and (5) Each month, after the deposits and transfer described in steps (1), (2), (3) and (4) above have been made, amounts required to pay fees and expenses (such as liquidity or credit fees) for Senior Lien Bonds, Additional Senior Obligations and Subordinate Obligations will be deposited in the Fees and Expenses Fund established under the Measure A Revenues Indenture.

After the deposits and transfer described in steps (1), (2), (3), (4) and (5) above have been made, and unless otherwise directed by RCTC, the Measure A Revenues Trustee will transfer remaining Measure A Revenues in the Revenue Fund to RCTC. It is solely from the funds transferred to RCTC as described in the preceding sentence that Measure A Revenues are allocated by RCTC to the Local Agency.

Collection and Allocation of Measure A Revenues
Collection of the Measure A Sales Tax began on July 1, 2009, and is administered by the State Board of Equalization (the “Board of Equalization”), which imposes a charge for administration. RCTC and the Board of Equalization have entered into an agreement for state administration of district transactions and use taxes to authorize payment of Measure A Revenues directly to the Measure A Revenues Trustee, as trustee under the Measure A Revenues Indenture. The Board of Equalization, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Measure A Sales Tax directly to the Measure A Revenues Trustee. The Measure A Revenues Trustee is required to apply the Measure A Revenues to make deposits to the funds and accounts established under the Measure A Revenues Indenture to pay the Senior Lien Bonds and any Additional Senior Obligations and to transfer the remaining amounts to make payments with respect to any Subordinate Obligations and Liquidity Facilities/Credit Enhancement. After payments have been made with respect to the Senior Lien Bonds, the remaining unapplied Measure A Revenues, if any, are transferred to RCTC for use for any purpose contemplated by the Measure A Ordinance.

Pursuant to the Measure A Ordinance, RCTC, after making a deduction for administration, first allocates such remaining unapplied Measure A Revenues to be applied for transportation purposes to the Western County, Coachella Valley, and Palo Verde Valley areas within the County of Riverside in proportion to the Measure A Revenues generated within those areas. As of calendar year 2023, RCTC allocates such remaining unapplied Measure A Revenues as follows: (i) approximately 79.9% to the Western County area; (ii) approximately 19.7% to the Coachella Valley; and (iii) approximately 0.4% to the Palo Verde Valley area. Such percentages are expected to vary slightly from year to year.

The Local Agency is within the Western County area of the County of Riverside. Approximately 29% of the portion of the Measure A Revenues allocated by RCTC to the Western County area is applied to the local streets and roads program within such area. The funds made available in the Western County area for purposes of the local streets and roads program are distributed to the cities in the Western County area and the County by a formula based 75% on proportionate population and 25% on proportionate revenues generated by the Measure A Ordinance within each jurisdiction.

In order to be eligible for these funds, the Local Agency is required: (i) to file a Five-Year Capital Improvement Plan for the use of these funds, updated annually, with RCTC; (ii) to participate in a Transportation Uniform Mitigation Fee (“TUMF”) Program developed and administered by the Western Riverside Council of Governments; (iii) to participate in the Multi-Species Habitat Conservation Plan (“MSHCP”) developed and administered by the Western Riverside County Regional Conservation Authority; and (iv) to comply with a maintenance of effort requirement. See the caption “—Historical Measure A Revenues” for a table setting forth the portion of the Measure A Revenues that was historically allocated by RCTC to the Local Agency for the last five fiscal years of the Local Agency ended June 30 (each, a “Fiscal Year”). The portion of such Measure A Revenues allocated by RCTC to the Local Agency for deposit in the Pledged Tax Fund in accordance with the 2013 Installment Sale Agreement constitutes Measure A Receipts. Measure A Receipts are pledged to make the Installment Sale Payments.

The expenditure plan for Measure A Revenues may only be amended in accordance with Section 240302 of the California Public Utilities Code, which requires any amendment: (i) to be initiated by RCTC upon a finding of necessity: (ii) to be approved by the Board of Supervisors of the County of Riverside; and (iii) to be approved by a majority of the cities constituting a majority of the incorporated population of the County of Riverside. Under the Measure A Ordinance, RCTC will consider revisions to the expenditure plan in 2029. There can be no assurance that amendments will not be implemented that could affect the Local Agency’s receipt of Measure A Revenues.

Historical Measure A Revenues
Historical Measure A Revenues. The following table sets forth the portion of the Measure A Revenues that have been allocated by RCTC to the Local Agency for the last ten Fiscal Years.

CITY OF RIVERSIDE

MEASURE A REVENUE ALLOCATION
Fiscal Year
Portion of Measure A Revenues Allocated
Percent Change from Prior Fiscal Year
2012-13
5,970,562
N/A
2013-14
6,193,057

3.73%
2014-15
6,497,409

4.91 2015-16
6,754,042

3.95 2016-17
7,747,331

14.71 2017-18
7,732,065
(0.20)
2018-19
8,241,029

6.58 2019-20
7,800,505
(5.35)
2020-21
9,559,375

22.55 2021-22
11,438,627

19.66 Source: City of Riverside.

The Local Agency is unable to predict whether annual Measure A Revenues will increase or decrease or what portion, if any, of such Measure A Revenues it will receive. For a summary of historical taxable retail sales within the Local Agency, see the table entitled “City of Riverside Taxable Sales” in Appendix B.

Measure A Fund Financial Statements. The following tables present the Balance Sheet and the Schedule of Revenues, Expenditures and Changes in Fund Balances relating to the Local Agency’s Measure A Fund for the past five Fiscal Years.

CITY OF RIVERSIDE
MEASURE A FUND BALANCE SHEET(1)
Fiscal Year
2017-18
Audited Results
Fiscal Year
2018-19
Audited Results
Fiscal Year
2019-20
Audited Results
Fiscal Year
2020-21
Audited Results
Fiscal Year
2021-22
Audited Results
Assets
Cash and Investments
$ 15,560,783
$ 18,570,799
$ 22,035,561
$ 20,003,831
$ 25,979,222
Accounts Receivable
54,967
66,212
59,915
37,354
68,018
Deposits
2,997,250
1,420,988
1,517,446
2,627,392
2,844,399
Total Assets
$ 18,613,000
$ 20,057,999
$ 23,612,922
$ 22,668,577
$ 28,891,639
Liabilities
Accounts Payable and Accrued Liabilities
$ 294,229
$ 18,693
$ 48,778
$ 74,548
$ 385,826
Total Liabilities
$ 294,229
$ 18,693
$ 48,778
$ 74,548
$ 385,826
Fund Balances
Reserved for Prepaid Items
$ -
$ -
$ -
$ 11,017
$ -
Designated for Future Operations
16,169,179
16,169,179
16,169,179
16,169,179
16,169,179
Unreserved; Undesignated
2,149,591
3,870,127
7,394,966
6,413,833
12,336,635
Total Fund Balances
$ 18,318,770
$ 20,039,306
$ 23,564,145
$ 22,594,029
$ 28,505,814
Total Liabilities and Fund Balances
$ 18,613,000
$ 20,057,999
$ 23,612,922
$ 22,668,577
$ _28,891,639
(1) Rounded to the nearest dollar. Totals may not add due to rounding.

Source: City of Riverside.

CITY OF RIVERSIDE

MEASURE A FUND STATEMENT OF REVENUES, EXPENDITURES
AND CHANGES IN FUND BALANCES(1)
Fiscal Year
2017-18
Audited Results
Fiscal Year
2018-19
Audited Results
Fiscal Year
2019-20
Audited Results
Fiscal Year
2020-21
Audited Results
Fiscal Year
2021-22
Audited Results
Revenues
From Other Agencies
$    8,151,530
$    8,241,029
$    7,800,505
$    9,559,375
$   11,438,627
Sale of Land Buildings
-
148,706
-
24,455
96,091
Use of Money and Property
76,717
576,867
692,068
13,700
(626,167)
Total Revenues
$ 8,228,247
$ 8,966,602
$ 8,492,573
$ 9,597,530
$ 10,908,552
Expenditures
Capital Outlay
$ 7,762,464
$    7,246,066
$ 4,967,734
$ 10,567,646
$ 4,996,766
Total Expenditures
$   7,762,464
$    7,246,066
$   4,967,734
$  10,567,646
$   4,996,766
Excess (Deficiency) of Revenues Over (Under)
Expenditures
$ 465,783
$ 1,720,536
$   3,524,839
$    (970,116)
$ 5,911,785
Fund Balances – Beginning of Year
$  17,852,987
$  18,318,770
$  20,039,306
$  23,564,145
$  22,594,029
Fund Balances – End of Year
$  18,318,770
$  20,039,306
$  23,564,145
$  22,594,029
$  28,505,814
(1) Rounded to the nearest dollar. Totals may not add due to rounding.

Source: City of Riverside.

MAXIMUM ANNUAL DEBT SERVICE COVERAGE
The following tables set forth the maximum annual debt service coverage with respect to the Certificates. The maximum annual debt service coverage is based upon Measure A Revenues allocated to the Local Agency for Fiscal Year [2022-23]. See the caption “MEASURE A REVENUES; MEASURE A RECEIPTS.” Measure A Receipts constitute the portion of the Measure A Revenues allocated by RCTC to the Local Agency pursuant to the Measure A Ordinance, to the extent that a 2013 Project constituted a Measure A Project, for deposit in the Pledged Tax Fund in accordance with the 2013 Installment Sale Agreement. The 2013 Projects constituted Measure A Projects. See the caption “THE LOCAL AGENCY AND THE PROJECTS.”

CITY OF RIVERSIDE

MAXIMUM ANNUAL DEBT SERVICE COVERAGE
BASED UPON FISCAL YEAR [2022-23] MEASURE A REVENUES

ALLOCATED TO THE CITY OF RIVERSIDE
Fiscal Year 2022-23 Measure A Revenues(1)
Maximum Annual Installment Payments(2)
Debt Service
Coverage(2)*
$7,324,240
$___
__]x
(1) Source: City of Riverside. Estimated.
(2) Source: Underwriter.

RISK FACTORS
The following information, in addition to the other matters that are described in this Official Statement, should be considered by prospective investors in evaluating the Certificates. However, the following does not purport to be comprehensive, definitive or an exhaustive listing of risks and other considerations that may be relevant to making an investment decision with respect to the Certificates. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. If any risk factor materializes to a sufficient degree, it alone could delay or preclude payment of principal of or interest on the Certificates.

Installment Sale Payments Constitute Limited Obligations The obligation of the Local Agency to make Installment Sale Payments under the 2013 Installment Sale Agreement is a special obligation of the Local Agency, payable solely from the Measure A Receipts, does not constitute a debt of the Local Agency, any other local agency, the Authority, the State or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation or restriction and does not constitute an obligation for which the Local Agency, any other local agency, the State or any political subdivision of the State is obligated to levy or pledge any form of taxation or for which the Local Agency, any other local agency, the State or any political subdivision of the State has levied or pledged any form of taxation. The Authority has no taxing power.

Passive Revenue Source
The payment of principal and interest with respect to the Certificates is secured solely by a pledge of Installment Sale Payments, which in turn are secured by a pledge by the Local Agency of the Measure A Receipts, and certain funds held under the Trust Agreement. The Local Agency does not have any control over the amount of Measure A Receipts to be received by the Local Agency because: (i) Measure A Revenues constitute revenues of RCTC derived from a retail transactions and use tax imposed in the County pursuant to the County Transportation Commissions Act and the Measure A Ordinance, the number of transactions and revenues generated under which tax the Local Agency has no ability to control; and (ii) the Local Agency does not have any control over the collection or distribution procedures related to any State taxes or local retail transactions and use taxes.

There can be no assurance that Measure A Receipts will be available in the amounts estimated in this Official Statement. A decrease in Measure A Revenues would adversely affect the amount and/or availability of Measure A Receipts. In addition, the Local Agency must continuously meet certain requirements set forth in the Measure A Ordinance in order to be eligible to receive Measure A Revenues from RCTC and apply Measure A Receipts to pay the Installment Sale Payments. Such requirements include the annual adoption by the Local Agency of a resolution approving the Local Agency’s Five-Year Capital Improvement Plan, participation by the Local Agency in the TUMF and MSHCP Programs and compliance by the Local Agency with a maintenance of effort requirement. See the caption “MEASURE A REVENUES; MEASURE A RECEIPTS.” Increased Internet Use May Reduce Sales Tax Revenues
The increasing use of the Internet to conduct electronic commerce may affect the levels of Measure A Revenues. Internet sales of physical products by businesses that are located in the State, and Internet sales of physical products delivered to the State by businesses that are located outside of the State, are generally subject to sales taxes. However, the Local Agency believes that many of these transactions may avoid taxation either through error or deliberate non-reporting, which potentially reduces the amount of Measure A Revenues. As a result, the more that the Internet is used to conduct electronic commerce, along with the failure to collect sales taxes on such Internet purchases, the more that the Local Agency may experience reductions in Measure A Revenues. On September 23, 2011, Governor Jerry Brown signed into law a settlement with Amazon.com Inc., one of the largest internet retailers in the State. As a result, beginning in September 2012, Amazon.com began collecting taxes from its Internet sales in the State to remit to the Board of Equalization.

Allocation of Measure A Revenues to the Local Agency
The Board of Equalization administers collection of the Measure A Sales Tax. The Board of Equalization, after deducting the costs of administering the Measure A Sales Tax, has agreed to remit all Measure A Sales Tax revenues to the Measure A Revenues Trustee. The Measure A Revenues Trustee will thereafter disburse moneys designated for local agencies to RCTC, which allocates Measure A Revenues to the Local Agency as described herein. See the caption “MEASURE A REVENUES; MEASURE A RECEIPTS—Collection and Allocation of Measure A Revenues.” There can be no assurance that changes in the foregoing procedures or other actions undertaken or not undertaken by the Board of Equalization, the Measure A Revenues Trustee or RCTC will not adversely affect the Local Agency’s receipt of the Measure A Revenues.

Allocation of Measure A Revenues is Subordinate to Payment of Senior Measure A Obligations The Measure A Revenues Trustee is required to apply the Measure A Revenues to make deposits to the funds and accounts established under the Measure A Revenues Indenture to pay the Senior Lien Bonds and any Additional Senior Obligations and to transfer the remaining amounts to make payments with respect to any Subordinate Obligations and Liquidity Facilities/Credit Enhancement. All payments with respect to the Senior Lien Bonds, Additional Senior Obligations, Subordinate Obligations and Liquidity Facilities/Credit Enhancement will be made from Measure A Revenues before any remaining Measure A Revenues will be released by the Measure A Revenues Trustee and transferred to RCTC for allocation by RCTC for use for any purpose contemplated by the Measure A Ordinance, including, without limitation, the allocation of Measure A Revenues to the Local Agency. See the caption “MEASURE A REVENUES; MEASURE A RECEIPTS—Senior Lien Measure A Obligations.” There can be no assurance as to the availability of Measure A Revenues for allocation to the Local Agency after application of such funds for the Senior Lien Bonds, Additional Senior Obligations, Subordinate Obligations and Liquidity Facilities/Credit Enhancement. Measure A Revenues are dependent upon sales and use transactions in the County, the number and dollar amount of which the Authority and the Local Agency are unable to predict. See the caption “—Increases in Sales Tax Rate May Cause Declines in Measure A Revenues.” Limitations on Use of Measure A Revenues
Not all of the Measure A Revenues allocated by RCTC to the Local Agency may be applied to pay the Installment Sale Payments. Only the Measure A Receipts may be so applied. See the caption “INTRODUCTION—Security and Sources of Payment for the Certificates—Installment Sale Payments” for detailed definitions of such terms.

Additional Contracts
Subject to certain restrictions, the Local Agency is permitted to enter into other Contracts that constitute additional charges against the Measure A Receipts without the consent of Owners of the Certificates. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Additional Contracts.” To the extent that other Contracts are executed by the Local Agency, the funds available to pay the Installment Sale Payments may be decreased. In addition, there is no limitation on the ability of the Local Agency to execute any Contract at any time to refund any outstanding Contract.

Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” certain acts or omissions of the Local Agency in violation of its covenants in the Trust Agreement and the 2013 Installment Sale Agreement could result in the interest represented by the Certificates being includable in gross income for purposes of federal income taxation retroactive to the date of delivery of the Certificates. Should such an event of taxability occur, the Certificates would not be subject to a special prepayment or an increase in interest rates and would remain outstanding.

Limitations on Remedies; Bankruptcy
The rights of the Owners of the Certificates are subject to the limitations on legal remedies against municipalities in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the Owners of the Certificates, and enforcement of the Local Agency’s obligations under the 2013 Installment Sale Agreement, may become subject to the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or later in effect, equity principles that may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the federal Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against cities in the State.

Bankruptcy proceedings under Chapter 9 of the United States Bankruptcy Code (Title 11, United States Code), which governs the bankruptcy proceedings for public agencies such as the Local Agency and RCTC, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights.

Special Counsel has limited its opinion as to the validity and enforceability of the 2013 Installment Sale Agreement and the Trust Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation, or modification of the rights of the Owners.

Constitutional Limitations on Appropriations
State law imposes various taxing, revenue and appropriations limitations on public agencies such as the Local Agency. See the caption “CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS” for a discussion of these limitations.

State Legislature or Electorate May Change Items Subject to Measure A Sales Tax With limited exceptions, the Measure A Sales Tax will be imposed upon the same transactions and items that are subject to the sales tax levied Statewide by the State. In the past, the State Legislature and the State electorate have made changes to the transactions and items that are subject to the State’s general sales tax and, therefore, to the Measure A Sales Tax. In 1991, the State Legislature enacted legislation that expanded the transactions and items that are subject to the general statewide sales tax to include fuel for aviation and shipping, bottled water, rental equipment and newspapers and magazines. In 1992, the State electorate approved an initiative that eliminated candy, gum, bottled water and confectionery items as items that are subject to the State’s general sales tax. In each case, the same changes were made to transactions or items that were then subject to the 1988 Sales Tax, a tax similar to the Measure A Sales Tax. On March 6, 1995, in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes. The State Legislature or the voters within the State, through the initiative process, could change or limit the transactions and items upon which the Statewide sales tax and the Measure A Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Measure A Revenues collected and the portion of such Measure A Revenues, and, correspondingly, the portion of Measure A Receipts, allocated by RCTC to the Local Agency. For a further description of the Measure A Sales Tax, see the caption “MEASURE A REVENUES; MEASURE A RECEIPTS.” Increases in Sales Tax Rate May Cause Declines in Measure A Revenues The 0.5% Measure A Sales Tax imposed in the County of Riverside for transportation purposes and administered by RCTC is in addition to the sales or use tax levied Statewide by the State. On November 6, 2012, State voters approved Proposition 30, which, among other things, increased the statewide tax rate by one quarter of one percent (increasing the statewide rate from 7.25% to 7.50%) for four years, effective January 1, 2013, through December 31, 2016, and the total County sale tax to 8%. The current Statewide tax rate is 7.25%. Additional future increases, if any, in the State sales tax, the sales tax levied by the Local Agency’s City Council or the sales tax levied in the County could have an adverse effect on consumer spending decisions and consumption, resulting in a reduction of Measure A Revenues.

No Liability of Authority to Owners
Subject to any provisions in the Trust Agreement to the contrary, the Authority has no obligation or liability to the Owners of the Certificates with respect to the payment when due of the Installment Sale Payments by the Local Agency or with respect to the performance by the Local Agency of other agreements and covenants required to be performed by the Local Agency under the 2013 Installment Sale Agreement or the Trust Agreement, or with respect to the performance by the Trustee of any of the Trustee’s rights or obligations under the Trust Agreement.

Economic, Political, Social and Environmental Conditions The collection of Measure A Sales Tax revenues depends on the level of taxable sales transactions within the County, which, in turn, depends on the level of general economic activity in the County and the State generally. Prospective investors are encouraged to evaluate current and prospective economic, political, social and environmental conditions as part of an informed investment decision. Changes in economic, political, social or environmental conditions on a local, State, federal or international level may adversely affect investment risk generally. Such conditional changes may include (but are not limited to) the reduction or elimination of previously available State or federal revenues, fluctuations in business production, consumer prices or financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism environmental damage and natural disasters. See the caption “—Natural Disasters.” Natural Disasters
The occurrence of any natural disaster in or near the boundaries of the Local Agency, including, without limitation, fire, earthquake, landslide, high winds, drought or flood, could have an adverse material impact on the economy within the Local Agency and the generation of sales and use taxes that constitute Measure A Revenues. Portions of the Local Agency may be at risk of damage or destruction from wildfires or subject to unpredictable seismic activity.

Earthquake. The Local Agency is located in a seismically active region of Southern California. Three major active earthquake faults are located within 20 miles of the Local Agency, including the San Andreas and San Joaquin faults. Earthquakes pose potential significant risks to infrastructure, and could potentially result in disruptions of the local economy.

Another potential hazard related to earthquakes is soil liquefaction, which occurs when solids take on properties of a liquid. In the event of a liquefaction event, transportation corridors throughout the Local Agency could be unavailable for short-term or long-term periods while repairs are undertaken.

Flood. According to the Local Agency’s Urban Water Management Plan, portions of the land within the Local Agency’s boundaries are located within the flood plains of the Santa Ana River and are therefore subject to flooding. Floods may lead to physical damage and/or loss of infrastructure, as well as water contamination.

Secondary Market
There can be no guarantee that there will be a secondary market for the Certificates or, if a secondary market exists, that the Certificates can be sold for any particular price. Occasionally, because of general market conditions, adverse history or economic prospects connected with a particular issue, secondary marketing practices are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.

COVID-19 Outbreak
The spread of the novel strains of coronavirus collectively called SARS-CoV-2, which cause the disease known as COVID-19 (“COVID-19”), and local, State and federal actions in response to COVID-19, impacted the Local Agency and the County and their operations and finances beginning in early 2020. In response to the increasing number of cases of COVID-19 infections and fatalities, health officials and experts recommended, and some governments mandated, a variety of responses ranging from travel bans and social distancing practices to complete shutdowns of certain services and facilities. The World Health Organization declared the COVID-19 outbreak to be a pandemic and, on March 4, 2020, as part of the State’s response to address the outbreak, the Governor declared a state of emergency. On March 13, 2020, then-President Trump declared a national emergency, freeing up funding for federal assistance to state and local governments. In addition, many school districts across the State temporarily closed some or all school campuses (including schools within the Local Agency’s boundaries) in response to local and State directives or guidance.

On March 19, 2020, the Governor of California issued Executive Order N-33-20, a mandatory Statewide shelter-in-place order applicable to all non-essential services. The County also declared a state of emergency in response to the COVID-19 outbreak. A phased re-opening of various sectors began in mid-2020 in accordance with a four-stage re-opening plan that ended with a full reopening of the economy on June 15, 2021.

On March 27, 2020, the President signed the $2.2 trillion Coronavirus Aid, Relief, and Economic Stabilization Act (the “CARES Act”) which delivered, among other things, $150 billion in financial aid to states and local governments to provide emergency reimbursement to those most significantly impacted by COVID-19. On March 11, 2021, the President signed the American Rescue Plan Act of 2021 (the “ARP Act”), a $1.9 trillion economic stimulus package that was designed to help the United States’ economy recover from the adverse impacts of the COVID-19 pandemic.

The effects of the COVID-19 outbreak and governmental actions responsive to it have altered the behavior of businesses and people in a manner that has had significant negative impacts on global and local economies. In addition, financial markets have experienced significant volatility attributed to COVID-19 concerns, ensuing inflation and threats of a recession. Identified cases of COVID-19 and deaths attributable to the COVID-19 outbreak continue to occur throughout the United States, including the County.

The Local Agency continues to actively monitor public health indicators, tax collections, payment delinquencies, revenues and expenditures so that further impacts of the COVID-19 pandemic can be anticipated. The pandemic, or future pandemics, could impact the Local Agency and its residents in one or more of the following ways, among others: (i) fluctuations in financial markets and contraction in available liquidity; (ii) job losses and declines in business activity across important sectors of the economy, which could affect homeowners’ employment and ability to purchases goods that are subject to sales taxes; (iii) declines in business and consumer confidence that negatively impact economic conditions or cause an economic recession; (iv) the failure of governmental measures to stabilize the financial sector and introduce fiscal stimulus to counteract the economic impact of the pandemic; (v) cancellations of public events; and (vi) disruption of the regional and local economy and potential declines in property values, which could affect homeowners’ disposable income.

Cyber Security
Municipal agencies, like other business entities, face significant risks relating to the use and application of computer software and hardware. In recent years, there have been significant cyber security incidents affecting municipal agencies, including a ransomware attack targeting Los Angeles Unified School District, a freeze affecting computer systems of the City of Atlanta, an attack on the City of Baltimore’s 911 system, an attack on the Colorado Department of Transportation’s computers, an attack that resulted in the temporary closure of the Port of Los Angeles’ largest terminal and an attack on a water treatment facility in Oldsmar, Florida.

The Local Agency’s Information Technology Department provides advisory support for the Local Agency’s electronic system cyber security. This includes audits and recommended improvements to facility hardware and software to keep up to date with the latest cyber security best practices. The Local Agency uses multiple layers of security systems to safeguard against cyber-attacks. These systems are deployed at the perimeter as well as at end points of the Local Agency’s network. The Local Agency’s multi-level cyber protection scheme includes firewalls, anti-virus software, anti-spam/malware software, intrusion protection, intrusion detection, log monitoring and other security measures. One of the systems is artificial-intelligence based, which analyzes the behavior of users/devices on the network and takes corrective action if any anomaly is detected. The Local Agency’s network is scanned by third party consultants on a regular basis. The Local Agency’s Information Technology Department also conducts security awareness training for employees and maintains cloud-based backup storage for its digital files.

To date, the Local Agency has not experienced a successful attack against its network and servers. However, there can be no assurance that a future attack or attempted attack would not result in disruption of the Local Agency’s operations. The Local Agency expects that any such disruptions would be temporary in nature due to its backup/restore procedures and disaster recovery planning.

Climate Change
The State has historically been susceptible to wildfires and hydrologic variability. As greenhouse gas emissions continue to accumulate in the atmosphere, climate change is expected to intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods and heat waves, and raising sea levels. The future fiscal impact of climate change on the Local Agency is difficult to predict, but it could be significant and it could have a material adverse effect on the Local Agency’s finances by requiring greater expenditures to counteract the effects of climate change or by changing the business and activities of consumers.

The Local Agency’s existing Economic Prosperity Plan and Climate Action Plan (the “CAP”), which was adopted in 2016, evaluated the impact of climate change through 2020 and established a roadmap by which the Local Agency could measure greenhouse gas emissions, assist residents in adapting to the effects of climate change and increase the Local Agency’s resilience to the effects of climate change. The CAP also sought to ensure that the Local Agency’s climate change response supported economic development in the Local Agency, including by encouraging investments in green technology.

The Local Agency is currently in the process of evaluating and updating the CAP as part of the upcoming General Plan update that will begin in late 2023 or early 2024. The Local Agency’s Community and Economic Development Department is taking the lead on the CAP update, with support from the Local Agency’s Office of Sustainability. The updated CAP is expected to implement actions to reduce greenhouse gas emissions and measure progress with respect thereto, with one goal expected to be achieving carbon neutrality by 2040. There can be no assurance as to when the updated CAP will be adopted, or as to the ultimate content thereof.

Taxpayer Protection and Government Accountability Act Initiative On February 1, 2023, the California Secretary of State announced that a ballot initiative, designated as Initiative 1935 and self-titled by its sponsors as the “Taxpayer Protection and Government Accountability Act,” had received the required number of signatures to appear on the November 5, 2024 ballot.

If approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election, Initiative 1935 would make numerous significant changes to Articles XIII, XIIIA, XIIIC and XIIID of the California Constitution to further limit the authority of local governments, and electors via the initiative process, to adopt and impose taxes and fees. See the caption “CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS.” The full text of Initiative 1935 may be viewed at the website of the California Attorney General.

Among other things:
• Initiative 1935 would amend Article XIIIC to state that every levy, charge or exaction of any kind imposed by local law is either a “tax” or an “exempt charge,” and would amend the definition of “tax” added to Article XIIIC by Proposition 26 to state that “every levy, charge, or exaction of any kind imposed by a local law that is not an exempt charge” constitutes a tax. Initiative 1935 narrows the definition of “exempt charge” to mean a “reasonable charge for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the actual costs [as opposed to the reasonable costs] of providing the service or product to the payor.” “Exempt charges” also encompass existing exceptions from the definition of “tax” added to Article XIIIC by Proposition 26. “Actual costs” is defined in Initiative 1935 to mean “the minimum amount necessary to reimburse the government for the cost of providing the service or product to the payor … where the amount charged is not used by the government for any purpose other than reimbursing that cost. In computing “actual cost” the maximum amount that may be imposed is the actual cost less all other sources of revenue including but not limited to taxes, other exempt charges, grants, and state or federal funds received to provide such service or product.” Initiative 1935 would retain an exemption from the definition of “tax” for assessments, fees or charges which are subject to Article XIIID. • Initiative 1935 would amend Article XIIIC to state that only the governing body of a local government, or an elector acting pursuant to the initiative power, has the authority to impose an exempt charge, and that exempt charges must be imposed by an ordinance specifying the type of exempt charge and the amount or rate of the exempt charge to be imposed, and passed by the governing body, other than for certain exempt charges imposed for a specific health care service. In addition, Initiative 1935 would amend Article XIIIC to prohibit the submission to or approval by the electors of a charter city of any amendment to a municipal charter which provides for the imposition, extension or increase of a tax or exempt charge. • Initiative 1935 would amend Article XIIIC to require the title, summary and ballot label or questions for a measure providing for the imposition of a tax to include: (a) the type and amount or rate of the tax; (b) the duration of the tax; and (c) the proposed use of the revenue derived from the tax; and (d) if the proposed tax is a general tax, the phrase “for general government use.” In addition, no advisory measure may appear on the same ballot that would indicate that the revenue from the general tax will, could or should be used for specific purposes. • Initiative 1935 would amend Article XIIIC to require that any special tax, whether proposed by the governing body or by an elector, be approved by a two-thirds vote of the electorate. • Initiative 1935 would amend Article XIIIC to state that the local government bears the burden of proving by clear and convincing evidence (as opposed to a preponderance of the evidence) that: (a) a levy, charge or exaction is an exempt charge and not a tax; and (b) the amount of the exempt charge is reasonable and that the amount charged does not exceed the actual cost of providing the service or product to the payor. • Initiative 1935 would amend Article XIIIC to state that any tax or exempt charge adopted after January 1, 2022, but prior to the effective date of Initiative 1935, which was not adopted in compliance with the requirements thereof is void 12 months after the effective date of Initiative 1935, if adopted, unless the tax or exempt charge is reenacted in compliance with the provisions of Initiative 1935.

The Local Agency cannot predict whether Initiative 1935 will be approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election. If Initiative 1935 is approved, the Local Agency cannot provide any assurances as to the effect of the implementation or judicial interpretations of Initiative 1935 on the finances of the State, the County or the Local Agency.

CONSTITUTIONAL PROVISIONS AFFECTING

LOCAL AGENCY REVENUES AND APPROPRIATIONS
Article XIIIB of the California Constitution – Limitations on Appropriations On November 6, 1979, State voters approved Proposition 4, the so-called Gann Initiative, which added Article XIIIB to the State Constitution (“Article XIIIB”). In June 1990, Article XIIIB was amended by the voters through their approval of Proposition 111. Article XIIIB limits the annual appropriations of the State and of any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted annually for changes in the cost of living, population and cost of services rendered by the governmental entity. The “base year” for establishing such appropriation limit is State fiscal year 1978-79 and the limit is to be adjusted annually to reflect changes in population and consumer prices. Adjustments in the appropriations limit of an entity may also be made if: (i) the financial responsibility for a service is transferred to another public entity or to a private entity; (ii) the financial source for the provision of services is transferred from taxes to other revenues; or (iii) the voters of the entity approve a change in the limit for a period of time not to exceed four years.

Appropriations of an entity of local government that are subject to Article XIIIB include generally any authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. Appropriations that are subject to limitation pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of January 1, 1979 or on bonded indebtedness thereafter approved according to law by a vote of the electors of the issuing entity voting in an election for such purpose, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects and appropriations by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990, levels. “Proceeds of taxes” include, but are not limited to, all tax revenues and the proceeds to any entity of government from: (i) regulatory licenses, user charges, and user fees to the extent such proceeds exceed the cost of providing the service or regulation; (ii) the investment of tax revenues; and (iii) certain State subventions received by local governments. Article XIIIB includes a requirement that if an entity’s revenues in any year exceed the amount permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years.

Article XIIIB allows voters to approve a temporary waiver of a government’s Article XIIIB limit. Such a waiver is often referred to as a “Gann limit waiver.” The length of any such waiver is limited to four years. The Gann limit waiver does not provide any additional revenues to a local government or allow a local government to finance additional services.

Installment Sale Payments are subject to the Article XIIIB appropriations limitations. The Local Agency reports that it has never made appropriations that exceeded the limitation on appropriations under Article XIIIB. The impact of the appropriations limit on the financial needs of the Local Agency in the future is unknown.

Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes On November 5, 1996, State voters approved Proposition 218, entitled the “Right to Vote on Taxes Act” (“Proposition 218”). Proposition 218 added Article XIIIC (“Article XIIIC”) and Article XIIID (“Article XIIID”) to the State Constitution, which Articles contain a number of provisions affecting the ability of local governments to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of certain provisions of Proposition 218 will ultimately be determined by the courts with respect to some of the matters discussed below. It is not possible at this time to predict with certainty the future impact of such interpretations. The provisions of Proposition 218, as so interpreted and applied, may affect the ability of the Local Agency to meet certain obligations.

Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes, even if deposited in a general fund, require a two-thirds vote. Article XIIIC further provides that any general purpose tax that is imposed, extended or increased without voter approval after December 31, 1994, may continue to be imposed only if approved by a majority vote in an election, which must be held within two years of November 5, 1996. The Local Agency reports that it has not imposed, extended or increased any such taxes that are currently in effect without voter approval.

Article XIIIC also expressly extends the initiative power to give voters the power to reduce or repeal local taxes, assessments, fees and charges, regardless of the date that such taxes, assessments, fees and charges were imposed. Article XIIIC expands the initiative power to include reducing or repealing assessments, fees and charges, which had previously been considered administrative rather than legislative matters and therefore beyond the initiative power. This extension of the initiative power is not limited by the terms of Article XIIIC to fees imposed after November 6, 1996, and absent other legal authority could result in the retroactive reduction in any existing taxes, assessments, fees, or charges. No assurance can be given that the voters within the jurisdiction of the Local Agency will not, in the future, approve initiatives that reduce, repeal or prohibit the future imposition or increase of, local taxes, assessments, fees or charges that currently comprise a substantial part of the Local Agency’s general fund. The terms “local tax,” “assessments,” “fees” and “charges” are not defined in Article XIIIC, and it is unclear whether these terms are intended to have the same meanings for purposes of Article XIIIC as for Article XIIID described below. If not, the scope of the initiative power under Article XIIIC potentially could include any general fund local tax, assessment, or fee that is not received from or imposed by the federal or State government or derived from investment income. The Local Agency does not believe that it currently levies any property related “fees” or “charges” that it considers to be subject to challenge under Article XIIIC.

The voter approval requirements of Proposition 218 reduce the flexibility of a local government to raise revenues for its general fund, and no assurance can be given that the Local Agency will be able to impose, extend, or increase taxes in the future to meet increased expenditure needs.

Article XIIID also added several new provisions relating to how local governments may levy and maintain “assessments” for municipal services and programs. These provisions include, among other things: (i) a prohibition against assessments that exceed the reasonable cost of the proportional special benefit conferred on a parcel; (ii) a requirement that the assessment must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred; and (iii) a majority protest procedure that involves the mailing of a notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party. The term “Assessment” in Article XIIID is defined to mean any levy or charge upon real property for a special benefit conferred upon the real property and applies to landscape and maintenance assessments for open space areas, street medians, street lights, and parks.

In addition, Article XIIID added several provisions affecting “fees” and “charges,” defined for purposes of Article XIIID to mean “any levy other than an ad valorem tax, a special tax, or an assessment, imposed by [a local government] upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service.” All new and existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges that: (i) generate revenues exceeding the funds required to provide the property related service; (ii) are used for any purpose other than those for which the fees and charges are imposed; (iii) are for a service not actually used by, or immediately available to, the owner of the property in question; or (iv) are used for general governmental services, including police, fire, ambulance or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. Depending on the interpretation of what constitutes a “property related fee” under Article XIIID, there could be future restrictions on the ability of the Local Agency to charge its respective enterprise funds for various services provided. Further, before any property related fee or charge may be imposed or increased, written notice must be given to the record owner of each parcel of land affected by such fee or charge. The Local Agency must then hold a hearing upon the proposed imposition or increase and, if written protests against the proposal are presented by a majority of the owners of the identified parcels, the Local Agency may not impose or increase the fee or charge.

The Local Agency does not believe that the provisions of Article XIIIC or Article XIIID will directly impact the Measure A Receipts available to the Local Agency to make its Installment Sale Payments required pursuant to the 2013 Installment Sale Agreement.

Future Initiatives
Article XIIIB, Article XIIIC and Article XIIID were each adopted as measures that qualified for the ballot pursuant to the State’s Constitutional initiative process. From time to time other initiative measures could be adopted that affect the ability of the Local Agency to increase or apply revenues and to make or increase appropriations or the ability of RCTC to levy, collect or allocate the Measure A Sales Tax, all of which could adversely impact the amount of Measure A Revenues received by the Local Agency. See the caption “—RISK FACTORS—Taxpayer Protection and Government Accountability Act Initiative.”

THE AUTHORITY
The Authority was organized pursuant to the provisions of Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code and a Joint Exercise of Powers Agreement, dated as of December 15, 1987 (the “Original JPA”), by and between the Local Agency and the Redevelopment Agency of the City of Riverside (the “RDA”). The California Legislature adopted Assembly Bill ABx1 26 on June 28, 2011, pursuant to which the RDA was dissolved. The Local Agency currently acts as successor agency to the RDA (the “Successor Agency”). On August 16, 2012, the Local Agency, the Successor Agency and the Parking Authority of the City of Riverside entered into an Amended and Restated Joint Exercise of Powers Agreement (the “JPA”), which JPA amends and restates the Original JPA in full.

The Authority has no financial liability to the owners of the Certificates with respect to the payment of Installment Sale Payments by the Local Agency or with respect to the performance by the Local Agency of the other agreements and covenants it is required to perform.

The Authority may sell and deliver obligations other than the Certificates. Such obligations will be secured by instruments separate and apart from those securing the Certificates, and the holders of such other obligations of the Authority will have no claim on the security for the Certificates. Holders of the Certificates will have no claim on the security for such other obligations that may be issued by the Authority.

TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Special Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. However, it should be noted that for tax years beginning after December 31, 2022, with respect to applicable corporations as defined in Section 59(k) of the Code, generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount) with respect to the Certificates might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations.

In the further opinion of Special Counsel, interest (and original issue discount) with respect to the Certificates is exempt from State personal income tax.

In the opinion of Special Counsel, the difference between the issue price of a Certificate (the first price at which a substantial amount of the Certificates of the same series and maturity is to be sold to the public) and the stated prepayment price at maturity with respect to such Certificate constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Certificate Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by the Certificate Owner will increase the Certificate Owner’s basis in the Certificate.

The amount by which a Certificate Owner’s original basis for determining loss on sale or exchange in the applicable Certificate (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable bond premium reduces the Certificate Owner’s basis in the applicable Certificate (and the amount of tax exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Certificate premium may result in a Certificate Owner realizing a taxable gain when a Certificate is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Certificate to the Owner. Purchasers of the Certificate should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.

Special Counsel’s opinion as to the exclusion from gross income of interest (and original issue discount) with respect to the Certificates is based upon certain representations of fact and certifications made by the Local Agency, the Authority and others and is subject to the condition that the Local Agency and the Authority comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Certificates to assure that interest (and original issue discount) on the Certificates will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) with respect to the Certificates to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Certificates. The Local Agency and the Authority have covenanted to comply with all such requirements.

The IRS has initiated an expanded program for the auditing of tax exempt obligations, including both random and targeted audits. It is possible that the Certificates will be selected for audit by the IRS. It is also possible that the market value of the Certificates might be affected as a result of such an audit of the Certificates (or by an audit of similar municipal obligations). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the execution and delivery of the Certificates to the extent that it adversely affects the exclusion from gross income of interest with respect to the Certificates or their market value.

SUBSEQUENT TO THE EXECUTION AND DELIVERY OF THE CERTIFICATES, THERE MIGHT BE FEDERAL, STATE OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE OR LOCAL TAX TREATMENT OF THE CERTIFICATES, INCLUDING THE IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES ON OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE CERTIFICATES. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE CERTIFICATES. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE EXECUTION AND DELIVERY OF THE CERTIFICATES STATUTORY CHANGES WILL NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE CERTIFICATES, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE CERTIFICATES.

Special Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Special Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Special Counsel’s engagement with respect to the Certificates terminates upon their execution and delivery and Special Counsel disclaims any obligation to update the matters set forth in its opinion. The Trust Agreement and the Tax Certificate relating to the Certificates permit certain actions to be taken or to be omitted if a favorable opinion of Special Counsel is provided with respect thereto. Special Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) with respect to the Certificates for federal income tax purposes with respect to any Certificates if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation.

Although Special Counsel has rendered an opinion that interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes provided that the Local Agency and the Authority continue to comply with certain requirements of the Code, the ownership of the Certificates and the accrual or receipt of interest (and original issue discount) with respect to the Certificates may otherwise affect the tax liability of certain persons. Special Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Certificates, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Certificates.

Should interest (and original issue discount) with respect to the Certificates become includable in gross income for federal income tax purposes, the Certificates are not subject to early prepayment or an increase in interest rates and will remain outstanding until maturity or until prepaid in accordance with the Trust Agreement.

A copy of the proposed form of opinion of Special Counsel is attached hereto as Appendix C.

RATINGS
S&P is expected to assign the Certificates the rating of “[__]”.

Future events could have an adverse impact on the ratings of the Certificates, and there is no assurance that any credit rating which is given to the Certificates will be maintained for any period of time or that the ratings may not be qualified, downgraded, lowered or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. There is also no assurance that the criteria required to achieve a rating on the Certificates will not change during the period that the Certificates remain outstanding. Any downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Certificates. Such ratings reflect only the current views and current rating criteria of S&P (which views and rating criteria could change at any time), and an explanation of the significance of such ratings may be obtained from S&P. Generally, a rating agency bases its ratings on the information and materials that are furnished to it (which may include information and material from the Local Agency that is not included in this Official Statement) and on investigations, studies and assumptions of its own.

The Local Agency has covenanted in the Continuing Disclosure Agreement to file notices of any rating changes on the Certificates on EMMA. See the caption “CONTINUING DISCLOSURE” and Appendix D. Notwithstanding such covenant, information relating to rating changes on the Certificates may be publicly available from S&P prior to such information being provided to the Local Agency or the Authority and prior to the date by which the Local Agency is obligated to file a notice of rating change. Purchasers of the Certificates are directed to the rating agencies and their respective websites and official media outlets for the most current ratings with respect to the Certificates after the initial execution and delivery thereof.

CONTINUING DISCLOSURE
In connection with the execution and delivery of the Certificates, the Local Agency will enter into a Continuing Disclosure Certificate, dated the date of execution and delivery of the Certificates (the “Continuing Disclosure Certificate”). The Continuing Disclosure Certificate is executed for the benefit of the Owners and obligations the Local Agency to provide certain financial information and operating data by not later than April 1 following the end of the Local Agency’s Fiscal Year (currently its Fiscal Year ends on June 30) (the “Annual Report”), commencing April 1, 2024 with the report for the Fiscal Year ending June 30, 2023, and to provide notice of the occurrence certain events. The Annual Report and the notices of enumerated events will be filed by the Local Agency with EMMA. The specific nature of the information to be contained in the Annual Report and the notices of enumerated events is set forth in Appendix D. These covenants have been made in order to assist the Underwriter in complying with subsection (b)(5) of Rule 15c212.

The Local Agency and its related governmental entities – specifically those entities for whom Local Agency staff is responsible for undertaking compliance with continuing disclosure undertakings – have previously entered into numerous disclosure undertakings under Rule 15c2-12 in connection with the issuance of other obligations.

In the past, to assist the Local Agency and its related governmental entities in meeting their continuing disclosure obligations, the Local Agency retained certain corporate trust banks to act as dissemination agent. The Local Agency and its related governmental entities have not, on a handful of occasions during the past five years, fully complied, in all material respects, with their disclosure undertakings because on certain occasions in the last five years, the Local Agency did not timely file: (1) notice of rating changes to bond insurers and other credit and/or liquidity providers for Local Agency debt obligations; (2) the Local Agency’s biennial budget for 2018-2020 in connection with the City of Riverside Variable Rate Refunding Certificates of Participation (Riverside Renaissance Projects) Series 2008; (3) a notice of successor trustee for a prior Local Agency debt obligation; and (4) certain Fiscal Year 2018-19 operating data in connection with an issuance of pension obligation bonds by the Local Agency. In addition, the Local Agency did not link certain Fiscal Year 2017-18 information with respect to bonds of its electric system to all applicable CUSIPs.

The Local Agency and its related governmental entities have made filings to correct all known instances of non-compliance during the last five years. The Local Agency believes that it has established internal processes, including a written continuing disclosure policy that will ensure that it and its related governmental entities will meet all material obligations under their respective continuing disclosure undertakings. The Local Agency also now handles its and its related governmental entities’ continuing disclosure obligations internally and no longer uses third-party dissemination agents for that purpose. Additionally, the Local Agency has engaged a consultant to annually verify its continuing disclosure filings and identify any deficiencies, whether material or otherwise, so that any required corrective action can be taken.

MUNICIPAL ADVISOR
The Local Agency has retained CSG Advisors Incorporated, San Francisco, California, as municipal advisor (the “Municipal Advisor”) in connection with the execution and delivery of the Certificates. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.

UNDERWRITING
The Certificates will be purchased by Piper Sandler & Co. (the “Underwriter”) pursuant to a Certificate Purchase Agreement, dated the date of this Official Statement (the “Purchase Contract”), by and among the Authority, the Local Agency and the Underwriter. Under the Purchase Contract, the Underwriter has agreed to purchase all, but not less than all, of the Certificates for an aggregate purchase price of $_____ (representing the principal amount of the Certificates, less an Underwriter’s discount of $_____, plus/less a net original issue premium/discount of $_____). The Purchase Contract provides that the Underwriter will purchase all of the Certificates if any are purchased, the obligation to make such a purchase being subject to certain terms and conditions set forth in the Purchase Contract, the approval of certain legal matters by counsel and certain other conditions.

The initial public offering prices stated on the inside cover page of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Certificates to certain dealers (including dealers depositing Certificates into investment trusts), dealer banks, banks acting as agents and others at prices lower than said public offering prices.

The Underwriter has entered into a distribution agreement (the “Distribution Agreement”) with Charles Schwab & Co., Inc. (“CS&Co.”) for the retail distribution of certain securities offerings at the original issue prices. Pursuant to the Distribution Agreement, CS&Co. will purchase Certificates from the Underwriter at the original issue price less a negotiated portion of the selling concession applicable to any Certificates that CS&Co. sells.

NO LITIGATION
The Authority
To the knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the Authority seeking to restrain or enjoin the execution, delivery or sale of the Certificates, or in any way contesting or affecting any proceedings of the Authority taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Certificates, the validity or enforceability of the documents executed by the Authority in connection with the Certificates, the completeness or accuracy of this Official Statement, or the existence or powers of the Authority relating to the sale of the Certificates.

The Local Agency
To the knowledge of the Local Agency, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the Local Agency seeking to restrain or enjoin the execution, delivery or sale of the Certificates, or in any way contesting or affecting any proceedings of the Local Agency taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Certificates, the validity or enforceability of the documents executed by the Local Agency in connection with the Certificates, the completeness or accuracy of this Official Statement, or the existence or powers of the Local Agency relating to the sale of the Certificates or the execution of the First Supplement.

CERTAIN LEGAL MATTERS
The validity and enforceability of the 2013 Installment Sale Agreement and the Trust Agreement and certain other legal matters are subject to the approving opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Special Counsel to the Local Agency. A complete copy of the proposed form of Special Counsel opinion is set forth in Appendix C. Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, is also acting as Disclosure Counsel to the Local Agency. Certain legal matters will be passed upon for the Local Agency and the Authority by the City Attorney of the City of Riverside, for the Underwriter by Kutak Rock LLP, Irvine, California, as Underwriter’s Counsel and for the Trustee by its counsel. Compensation of the Municipal Advisor, Bond Counsel and Disclosure Counsel is contingent upon the execution and delivery of the Certificates.

MISCELLANEOUS
The purpose of this Official Statement is to supply information to prospective buyers of the Certificates. Quotations from and summaries and explanations of the Certificates and other documents contained herein do not purport to be complete, and reference is made to said documents for full and complete statements of their provisions.

This Official Statement and its distribution have been duly authorized and approved by the Local Agency.

CITY OF RIVERSIDE
By:

City Manager
APPENDIX A

SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
[TO COME FROM STRADLING]
APPENDIX B

GENERAL INFORMATION REGARDING THE LOCAL AGENCY
Set forth below is certain demographic information regarding the City of Riverside (the “City”), the County of Riverside (the “County”) and the State of California (the “State”). This information is provided for informational purposes and as general background only. The information set forth herein has been obtained from third party sources that are believed to be reliable, but such information is not guaranteed by the City as to accuracy or completeness. Neither the delivery of this Official Statement nor any sale of the securities offered hereby shall under any circumstances create any implication that there has been no change in any information contained in this Appendix since the date of the Official Statement. The Certificates are payable solely from the Installment Sale Payments, which are secured by the Measure A Receipts, as described in the Official Statement and will not be secured by any pledge of ad valorem taxes or City General Fund revenues. The information and data within this Appendix is the latest data available; however, the current state of the economy at City, County, State and national levels may not be reflected in the data discussed below because more up-to-date publicly available information is not available to the City. In particular, certain information herein reflects periods prior to the outbreak of COVID-19 and may not reflect current conditions.

General
The City is the county seat of Riverside County (the “County”) and is located in the western portion of the County about 60 miles east of downtown Los Angeles and approximately 90 miles north of San Diego. Within 10 miles of the City are the cities of San Bernardino, Loma Linda, Corona, Norco, Fontana, Ontario, Rialto, Colton, Moreno Valley and Redlands, among others. These cities and the City are located in the County and the County of San Bernardino and comprise the Riverside-San Bernardino Primary Metropolitan Statistical Area (the “PMSA”). The PMSA represents an important economic area of the State and of Southern California. It lies to the west and south, respectively, of the strategic San Gorgonio and Cajon Passes, from which three transcontinental railroads and interstate highways converge to connect the Los Angeles area with the other areas of the nation. The City is situated in close proximity to the metropolitan centers of Los Angeles and Orange Counties.

The County and the County of San Bernardino cover 27,400 square miles, a land area larger than the State of Virginia. As of 2023, the County had a population estimated 2,439,234 and San Bernardino County had a population estimated at 2,182,056. With a population of over 4.6 million, the PMSA ranks as one of the largest Metropolitan Statistical Areas (“MSAs”) in the United States. The County alone is larger in area than the State of New Jersey. The PMSA, though small geographically in relation to the bi-county area, contains most of the two counties’ population.

Municipal Government
The City was incorporated in 1883 and covers 81.5 square miles. The City is a charter city and has a council-manager form of government with a seven-member council being elected by ward for four-year overlapping terms. The mayor is elected at large for a four-year term and is the presiding officer of the council, but does not have a vote except in case of a tie. The position of City Manager is filled by appointment of the council to serve as administrator of the staff and to carry out the policies of the council.

Functions of the City government are carried out by approximately 2,500 personnel. The City operates and maintains a sewer, water and electrical system. Other City services include diversified recreation programs, police, fire, airport, parks, a museum and libraries.

Services and Facilities
Public Safety and Welfare. The City provides law enforcement and fire protection services. The Police Department currently employs approximately 350 sworn officers and the Fire Department employs approximately 225 sworn firefighters operating out of over a dozen fire stations. Other services provided by the City include emergency medical aid, traffic safety maintenance and building safety regulation and inspection.

Public Services. The City provides electric, water, sewer, refuse and transportation service to City residents through municipal enterprises. The City also owns and operates a general aviation airport.

Public Works. Additional services include parkway and median maintenance improvements, refuse management, sewer and storm drain maintenance, zoning and development administration, environmental review, code enforcement and street tree maintenance.

Leisure and Community Services. Among the City’s cultural institutions and activities are a convention center, the Riverside Art Museum, the Riverside Metropolitan Museum, a number of libraries, the Municipal Auditorium, the Fox Performing Arts Center, the opera society and the symphony society. There are three major hospitals in the City: Parkview Community, Riverside Community and Kaiser Permanente.

Population
As of January 1, 2023, the population of the City was estimated to be 313,676. The following table presents historical population data for both the City and County.

POPULATION
Year
City of Riverside
Riverside County
1950
46,764
170,046
1960
84,332
306,191
1970
140,089
459,074
1980
165,087
663,923
1990
226,505
1,170,413
2000
255,166
1,545,387
2010
302,597
2,179,692
2011
307,207
2,212,874
2012
311,332
2,239,715
2013
316,162
2,266,549
2014
318,511
2,291,093
2015
321,655
2,317,924
2016
324,696
2,347,828
2017
323,190
2,382,640
2018
325,860
2,415,955
2019
328,101
2,440,124
2020
316,307
2,418,185
2021
309,598
2,418,727
2022
314,818
2,430,976
2023
313,676
2,439,234
Sources: 1950-2010 and 2020 U.S. Census; 2011-2023 California Department of Finance (Demographic Research Unit).

Education
The City is included within the boundaries of the Riverside Unified School District and the Alvord Unified School District, which also serves the County area southwest of the City. These two districts include 65 elementary and middle schools and high schools. There are also about 48 private or parochial schools for kindergarten through twelfth grade. Higher education is available at four institutions: Riverside Community College, University of California, Riverside, California Baptist University and La Sierra University at Riverside. Also located in the City are California School for the Deaf and Sherman Indian High School, a federally-run school for Native Americans.

Employment
The City is included in the PMSA. The unemployment rate in the PMSA was 4.5 percent in March 2023. This compares with an unadjusted unemployment rate of 4.8 percent for California and 3.6 percent for the nation during the same period. The unemployment rate was 4.6 percent in the County and 4.5 percent in San Bernardino County during the same period.

The following table shows the average annual estimated numbers of wage and salary workers by industry. The table does not include proprietors, the self-employed, unpaid volunteers or family workers, domestic workers in households, and persons in labor management disputes.

RIVERSIDE-SAN BERNARDINO PRIMARY MSA

CIVILIAN LABOR FORCE EMPLOYMENT AND UNEMPLOYMENT (ANNUAL AVERAGES) (For Calendar Years 2018 Through 2022)
2018
2019
2020
2021
2022
Civilian Labor Force(1)
2,045,200
2,075,200
2,095,800
2,125,300
2,160,600
Employment
1,957,500
1,991,200
1,888,900
1,968,700
2,071,200
Unemployment
87,700
84,000
206,900
156,600
89,400
Unemployment Rate

4.3%

4.0%

9.9%

7.4%

4.1%
Wage and Salary Employment:(2)
Agriculture
14,500
15,400
14,100
13,700
13,900
Mining and Logging
1,200
1,200
1,300
1,400
1,600
Construction
105,200
107,200
104,900
110,100
115,200
Manufacturing
100,400
101,300
96,000
96,100
99,600
Wholesale Trade
66,100
67,700
65,600
67,400
69,700
Retail Trade
181,200
180,700
168,800
177,000
180,600
Transportation, Warehousing and Utilities
132,100
146,600
172,500
198,800
214,200
Information
11,400
11,500
9,600
9,700
10,200
Finance and Insurance
25,300
24,800
24,600
24,400
24,600
Real Estate and Rental and Leasing
19,300
20,200
19,500
20,700
22,200
Professional and Business Services
151,400
157,900
154,800
169,400
179,100
Educational and Health Services
239,500
250,300
248,800
254,300
266,400
Leisure and Hospitality
170,600
175,900
141,300
160,200
179,600
Other Services
45,800
46,200
40,200
43,600
47,900
Federal Government
20,700
21,100
22,100
21,100
20,900
State Government
30,600
31,100
31,300
30,400
28,300
Local Government
205,900
209,000
194,600
190,500
200,300
Total All Industries
1,521,100
1,568,100
1,509,900
1,588,800
1,674,200
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.

Source: State of California Employment Development Department.

The following tables show the largest employers in the City and in the County.

CITY OF RIVERSIDE – TEN LARGEST EMPLOYERS
As of June 30, 2022
Employer Name
Number of
Employees
% of Total City-wide Employment
County of Riverside
24,290

20.1%
March Air Force Reserve
9,600

8.0 University of California
8,593

7.1 Kaiser Permanente
5,846

4.8 Riverside Unified School District
5,003

4.1 City of Riverside
2,336

1.9 Riverside Community Hospital
2,200

1.8 Riverside Community College District
2,100

1.7 Alvord Unified School District
1,898

1.6 California Baptist University
1,442

1.1 Total
63,308

52.3%
Source: City of Riverside (as presented in the City’s Fiscal Year 2022 audited financial statements).

COUNTY OF RIVERSIDE – LARGEST EMPLOYERS
(LISTED ALPHABETICALLY)
As of March 2023
Employer Name
Location
Industry
Abbott Vascular Inc
Temecula
Hospital Equipment & Supplies-Mfrs
Agua Caliente Casino Resort Spa
Rancho Mirage
Casinos
Amazon Fulfillment Ctr
Moreno Valley
Mail Order Fulfillment Service
Citrus Club
La Quinta
Clubs
Coachella Valley USD
Thermal
School Districts
Collins Aerospace
Riverside
Aircraft Components-Manufacturers
Corona City Hall
Corona
City Hall
Corona Regional Medical Ctr
Corona
Hospitals
Department-Corrections-Rehab
Norco
State Govt-Correctional Institutions
Desert Regional Medical Ctr
Palm Springs
Hospitals
Eisenhower Health
Rancho Mirage
Hospitals
Fantasy Springs Resort Casino
Indio
Casinos
J Ginger Masonry
Riverside
Masonry Contractors
Kaiser Permanente Riverside MD
Riverside
Hospitals
Riverside Community Hospital
Riverside
Hospitals
Riverside County Public Health
Riverside
Government Offices-County
Riverside University Health
Moreno Valley
Hospitals
Southwest Healthcare System
Murrieta
Hospitals
Spa Resort Casino
Palm Springs
Casinos
Stagecoach Motor Inn
Banning
Hotels & Motels
Starcrest of California
Perris
Internet & Catalog Shopping
Starcrest Products
Perris
Internet & Catalog Shopping
Sun World Intl LLC
Coachella
Fruits & Vegetables-Wholesale
Source: California Employment Development Dept., America’s Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition.

Taxable Retail Sales
The following table provides a summary of taxable retail sales in the City from 2018-2022.

TAXABLE SALES
City of Riverside
2018-2022
(Dollars in Thousands)
Year
Permits
Taxable Transactions
2018
10,021
$5,783,569
2019
10,257
5,811,062
2020
11,073
5,606,823
2021
10,232
7,073,303
2022
10,556
7,728,472
Source: Taxable Sales in California, California Department of Tax and Fee Administration for 2018-2022.

The following table provides a summary of taxable retail sales in the County from 2018-2022.

TAXABLE SALES
County of Riverside
2018-2022
(Dollars in Thousands)
Year
Permits
Taxable Transactions
2018
61,433
$38,919,498
2019
64,063
40,626,998
2020
69,284
42,313,474
2021
64,335
55,535,196
2022
66,738
61,908,344
Source: Taxable Sales in California, California Department of Tax and Fee Administration for 2018-2022.

Construction Activity
The following tables provide a summary of residential building permit valuations and nonresidential building permit valuations, and the total number of all building permit valuations in the City and the County during the past five years for which information is available.

CITY OF RIVERSIDE

BUILDING PERMIT ACTIVITY
For Calendar Years 2018 Through 2022
(Valuation in Thousands of Dollars)
2018
2019
2020
2021
2022
Permit Valuation
New Single-family
$ 42,412
$ 35,621
$ 76,746
$ 81,057
$ 148,281
New Multi-family
57,047
61,488
20,059
37,332
16,242
Res. Alterations/Additions
10,426
8,154
6,182
4,411
18,212
Total Residential
$ 109,885
$ 105,264
$ 102,988
$ 122,800
$ 182,736
New Commercial/Industrial
$ 96,668
$ 53,083
$ 4,612
$ 0
$ 62,533
New Other
13,055
4,323
17,103
6,537
24,510
Com. Alterations/Additions
63,581
74,407
50,537
3,585
58,343
Total Nonresidential
$ 173,304
$ 131,813
$ 72,251
$ 10,022
$ 145,387
New Dwelling Units
Single Family
171
163
271
290
579
Multiple Family
504
328
214
367
153
TOTAL
675
491
485
707
732
Source: City of Riverside Community Development Department.

COUNTY OF RIVERSIDE

BUILDING PERMIT ACTIVITY
For Calendar Years 2018 Through 2022
(Valuation in Thousands of Dollars)
2018
2019
2020
2021
2022
Permit Valuation
New Single-family
$ 2,200,021
$ 1,834,822
$ 2,315,365
$ 2,013,159
$ 2,429,329
New Multi-family
232,707
282,465
93,149
149,081
339,474
Res. Alterations/Additions
125,353
158,118
110,789
100,402
152,309
Total Residential
$ 2,558,081
$ 2,275,405
$ 2,519,303
$ 2,262,642
$ 2,921,113
New Commercial/Industrial
$ 1,233,304
$ 805,908
$ 539,130
$ 792,812
$ 727,504
New Other
410,606
179,861
233,710
460,224
449,357
Com. Alterations/Additions
315,771
300,087
380,938
290,962
524,757
Total Nonresidential
$ 1,959,681
$ 1,285,856
$ 1,153,778
$ 1,543,998
$ 1,701,618
New Dwelling Units
Single Family
7,540
6,563
8,443
7,360
8,863
Multiple Family
1,628
1,798
723
1,126
2,861
TOTAL
9,168
8,361
9,166
8,486
11,724
Source: Construction Industry Research Board, Building Permit Summary.

Transportation
The City is served by a variety of land and air transportation facilities. Light rail commuter service is provided by Metrolink to Los Angeles and Orange Counties. Interstate bus service is available via Greyhound, and local bus service is provided by the Riverside Transit Agency. Most major trucking firms serve the City in addition to numerous local carriers. Overnight delivery can be scheduled to San Francisco, Los Angeles, San Diego and Sacramento.

Freight rail service to the City is provided by two major transcontinental railroads: the Santa Fe and Union Pacific. Amtrak-operated passenger train service is available at San Bernardino, approximately 15 miles north of the City.

Scheduled air transportation is available from the Ontario International Airport, approximately 18 miles to the west. The City-operated Riverside Municipal Airport is a general aviation facility.

The City is served by the Riverside Freeway (State Route 91), which provides access to Orange County; Interstate 215, which connects the City to San Diego, San Bernardino and points beyond; and the Pomona Freeway (U.S. Highway 60), an east-west route.

To support transportation improvements, in November 1988, County voters approved Measure A, a one-half cent sales tax increase. Measure A was to expire in 2009, but in 2002, County voters approved extending Measure A until 2039. Measure A is expected to generate $4.6 billion between 2009 and 2039. In 1990, voters of the adjacent San Bernardino County approved a similar program, and that sales tax was similarly increased by a vote of the electorate in November 2003.

APPENDIX C

PROPOSED FORM OF SPECIAL COUNSEL OPINION
Upon execution and delivery of the Certificates, Stradling Yocca Carlson & Rauth, a Professional Corporation, Special Counsel to the Local Agency, proposes to render its final approving opinion with respect thereto in substantially the following form:

July __, 2023
City of Riverside
Riverside, California
Re: $______ Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) Members of the Board of Directors:

We have acted as Special Counsel to the City of Riverside (the “City”) in connection with the execution and delivery of $____ aggregate principal amount of 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 “Certificates”), dated the date hereof, evidencing and representing an interest of the registered owner thereof in the right to receive a portion of certain Installment Sale Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under and pursuant to that certain 2013 Installment Sale Agreement, dated as of July 1, 2013, as amended and supplemented by the First Supplement to 2013 Installment Sale Agreement, dated as of July 1, 2023 (collectively, the “Agreement”), each by and between the City and the Riverside Public Financing Authority (the “Authority”), which right to receive such Installment Sale Payments has been assigned by the Authority to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Certificates have been executed by the Trustee pursuant to the terms of the Trust Agreement, dated as of July 1, 2023 (the “Trust Agreement”), by and among the City, the Authority and the Trustee.

In connection with our representation we have examined a certified copy of the proceedings relating to the Certificates. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigations.

Based upon the foregoing and after examination of such questions of law as we have deemed relevant in the circumstances, including a default judgment rendered on April 30, 2013 by the Superior Court for the State of California, County of Riverside, in the action entitled City of Riverside v. All Persons Interested (Case No. RIC 1301991), but subject to the limitations set forth herein, we are of the opinion that:

1. The proceedings show lawful authority for the execution and delivery by the City of the Agreement and the Trust Agreement under the laws of the State of California now in force, the Agreement and the Trust Agreement have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the Trustee and the Authority, as appropriate, are valid and binding obligations of the City enforceable against the City in accordance with their respective terms.

2. The Certificates, assuming due execution and delivery by the Trustee, are entitled to the benefits of the Trust Agreement.

3. The obligation of the City to make the Installment Sale Payments from Revenues (as defined in the Agreement) is an enforceable obligation of the City and does not constitute a debt of the City or of the State of California or of any political subdivision thereof in contravention of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation.

4. Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, for tax years beginning after December 31, 2022, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Certificates might be taken into account in determining adjusted financial statement income for the purposes of computing the alternative minimum tax imposed on such corporations.

5. The portion of each Installment Sale Payment constituting interest (and original issue discount) is exempt from State of California personal income tax.

6. The difference between the issue price of a Certificate (the first price at which a substantial amount of the Certificates of a maturity is to be sold to the public) and the stated prepayment price at maturity with respect to such Certificate constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Certificate Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Certificate Owner will increase the Certificate Owner’s basis in the applicable Certificate.

7. The amount by which a Certificate Owner’s original basis for determining loss on sale or exchange in the applicable Certificate (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Internal Revenue Code of 1986, as amended (the “Code”); such amortizable bond premium reduces the Certificate Owner’s basis in the applicable Certificate (and the amount of tax-exempt interest received with respect thereto), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a Certificate Owner realizing a taxable gain when a Certificate is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Certificates to the Owner. Purchasers of the Certificates should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.

The opinions that are expressed herein as to the exclusion from gross income of the portion of each Installment Sale Payment constituting interest with respect to the Certificates are based upon certain representations of fact and certifications made by the City, the Authority and others and are subject to the condition that the City and the Authority comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Certificates to assure that such portion of each Installment Sale Payment constituting interest with respect to the Certificates will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the portion of each Installment Sale Payment constituting interest with respect to the Certificates to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Certificates. The City and the Authority have covenanted to comply with all such requirements.

The opinions that are expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Our engagement with respect to the Certificates terminates on the date of their execution and delivery. The Trust Agreement, the Agreement and the Tax Certificate relating to the Certificates permit certain actions to be taken or to be omitted if a favorable opinion of Special Counsel is provided with respect thereto. No opinion is expressed herein as to the effect on the exclusion from gross income of the portion of each Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates for federal income tax purposes with respect to any Certificate if any such action is taken or omitted based upon the opinion or advice of counsel other than ourselves. Other than expressly stated herein, we express no other opinion regarding tax consequences with respect to the Certificates.

The opinions that are expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the rights and obligations under the Trust Agreement, the Agreement and the Certificates are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California.

Our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.

We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates and expressly disclaim any duty to advise the Owners of the Certificates with respect to matters contained in the Official Statement.

Respectfully submitted,
APPENDIX D

FORM OF LOCAL AGENCY CONTINUING DISCLOSURE CERTIFICATE
Upon execution and delivery of the Certificates, the Local Agency proposes to enter into a Continuing Disclosure Certificate in substantially the following form:

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Riverside (the “City”) in connection with the issuance of 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 “Certificates”). The Certificates are being executed and delivered pursuant to the Trust Agreement, dated as of July 1, 2023 (the “Trust Agreement”), by and among the City, the Riverside Public Financing Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The City covenants and agrees as follows:

SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Owners and Beneficial Owners of the Certificates and in order to assist the Participating Underwriter in complying with the Rule.

SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Audited Financial Statements” means the audited financial statements, if any, of the City, audited by such auditor as shall then be required or permitted by State law or the Trust Agreement. Audited Financial Statements shall be prepared in accordance with GAAP; provided, however, that the City may from time to time, if required by Federal or State legal requirements, modify the basis to be followed in preparing its financial statements. The notice of any such modification shall include a reference to the specific Federal or State law or regulation describing such accounting basis. “Beneficial Owner” shall mean any person that: (a) 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); or (b) is treated as the owner of any Certificates for federal income tax purposes. “Dissemination Agent” shall mean the City or any person or entity appointed by the City which such person or entity agrees to perform the duties and obligations of Dissemination Agent under this Disclosure Certificate. The initial Dissemination Agent shall be the City. “Financial Obligation” shall mean a: (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) guarantee of (A) or (B). The term “Financial Obligation” does not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. “Fiscal Year” shall mean the one-year period ending on June 30 of each year. “GAAP” means generally accepted accounting principles as prescribed from time to time for governmental units by the Governmental Accounting Standards Board, the Financial Accounting Standards Board, or any successor to the duties and responsibilities of either of them. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Disclosure Certificate. “Notice Event” means any of the following events with respect to the Certificates, whether relating to the City or otherwise:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults, if material;
(iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices of determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (vii) modifications to rights of Certificateholders, if material; (viii) Certificate calls, if material, and tender offers; (ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the Certificates, if material; (xi) rating changes;
(xii) bankruptcy, insolvency, receivership or similar event of the City; Note to clause (xii): For the purposes of the event identified in clause (xii) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City; (xiii) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties; and (xvi) incurrence of a Financial Obligation of the City, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material. “Official Statement” means the Official Statement dated July __, 2023 of the City relating to the Certificates. “Owner” shall mean a registered owner of the Certificates. “Participating Underwriter” shall mean the original underwriter of the Certificates required to comply with the Rule in connection with offering of the Certificates. “Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “SEC” shall mean the United States Securities and Exchange Commission. “State” shall mean the State of California.

SECTION 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than each April 1 following the end of each Fiscal Year of the City (which Fiscal Year presently ends on June 30), commencing April 1, 2024 with the report for Fiscal Year 2022-23, provide to the MSRB an Annual Report relating to the immediately preceding Fiscal Year that is consistent with the requirements of Section 4 of this Disclosure Certificate, which Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that any audited financial statements may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year of the City changes, the City shall give notice of such change in the same manner as for a Notice Event under Section 5.

If not provided as part of the Annual Report by the date provided in subsection (a) above, the City shall provide Audited Financial Statements, when and if available, to the MSRB. (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the City shall provide the Annual Report to the Dissemination Agent, if other than the City. If by such date the Dissemination Agent, if other than the City, has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with subsection (a). (c) If the City or the Dissemination Agent, if any, as the case may be, has not furnished any Annual Report to the MSRB by the date required in subsection (a), the City or the Dissemination Agent, as applicable, shall provide, a notice to the MSRB in substantially the form attached as Exhibit A. (d) The City (or, in the event that the City shall appoint a Dissemination Agent other than the City hereunder, the Dissemination Agent) shall file the Annual Report with the MSRB on or before the date required in subsection (a). In addition, if the City shall have appointed a Dissemination Agent other than the City hereunder, the Dissemination Agent shall file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to the MSRB.

SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:

1. The audited financial statements of the City for the most recently completed Fiscal Year, prepared in accordance with GAAP. If such audited financial statements are not available at the time when the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

2. Principal amount of the Certificates outstanding as of the end of the immediately preceding Fiscal Year.

3. Balance in the funds and accounts established under the Trust Agreement or the Agreement.

4. Updated information substantially similar to the information set forth in Official Statement table entitled “City of Riverside Measure A Revenue Allocation” under the caption “MEASURE A REVENUES; MEASURE A RECEIPTS—Historical Measure A Revenues—Historical Measure A Revenues.”

5. Any material changes to the City’s allocation of Measure A Receipts or with respect to its expectations with regard to the anticipated or projected Measure A Receipts.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, that have been submitted to the MSRB; provided that if any document included by reference is a final official statement, it must be available from the MSRB; and provided further, that the City shall clearly identify each such document so incorporated by reference.

SECTION 5. Reporting of Notice Events.
(a) If a Notice Event occurs, the City shall provide, in a timely manner not in excess of ten (10) Business Days after the occurrence of such Notice Event, notice of such Notice Event to: (i) the MSRB; and (ii) the Trustee. (b) Any notice of a defeasance of Certificates shall state whether the Certificates have been escrowed to maturity or to an earlier prepayment date and the timing of such maturity or prepayment. (c) The City will cause the Trustee to promptly advise the City whenever, in the course of performing its duties as Trustee under the Trust Agreement, the Trustee has actual notice of an occurrence which, if material, would require the City to provide notice of a Notice Event hereunder; provided, however, that the failure of the Trustee so to advise the City shall not constitute a breach by the Trustee of any of its duties and responsibilities under this Disclosure Certificate or the Trust Agreement. (d) Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Reports or notice of Notice Event hereunder, in addition to that which is required by this Disclosure Certificate. If the City chooses to do so, the City shall have no obligation under this Disclosure Certificate to update such additional information or include it in any future Annual Reports or notice of a Notice Event hereunder.

SECTION 6. Additional Disclosure Obligations. The City acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the City and that, under certain circumstances, compliance with this Disclosure Certificate without additional disclosures or other action may not fully discharge all duties and obligations of the City under such laws.

SECTION 7. Fiscal Year. The City’s current Fiscal Year is from July 1 through June 30 and the City shall promptly notify: (i) the MSRB; and (ii) the Trustee of each change in its Fiscal Year. Annual Reports shall be provided at least annually notwithstanding any Fiscal Year longer than 12 calendar months.

SECTION 8. Customarily Prepared and Public Information. Upon request, the City shall provide to any person financial information and operating data regarding the City which is customarily prepared by the City and is publicly available.

SECTION 9. Termination of Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(a).

SECTION 10. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations wider this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.

SECTION 11. Transmission of Notices, Documents and Information. Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB shall be provided to the MSRB’s Electronic Municipal Market Access (EMMA) system, the current Internet Web address of which is www.emma.msrb.org.

All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall he accompanied by identifying information as prescribed by the MSRB.

SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule.

SECTION 13. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Owner or Beneficial Owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

No Owner or Beneficial Owner of the Certificates may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the City satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the City shall have refused to comply therewith within a reasonable time.

SECTION 14. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent (if other than the City) shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City and shall not be deemed to be acting in any fiduciary capacity for the City, the Owners or Beneficial Owners of the Certificates, or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates.

SECTION 16. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Certificates, and shall create no rights in any other person or entity.

Date: July __, 2023

CITY OF RIVERSIDE
By:

EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Obligations: Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) Date of Issuance: July __, 2023
NOTICE IS HEREBY GIVEN that the City of Riverside, California (the “City”) has not provided an Annual Report with respect to the above-named Obligations as required by the Continuing Disclosure Certificate, dated July __, 2023, in connection with the Certificates. The City anticipates that the Annual Report will be filed by __________.

Dated: __________

CITY OF RIVERSIDE, CALIFORNIA
By:

Title:

APPENDIX E

CITY OF RIVERSIDE AUDITED FINANCIAL STATEMENTS
APPENDIX F

BOOK-ENTRY ONLY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership interests in the Certificates, payment of principal, prepayment premium, if any, and interest with respect to the Certificates to The Depository Trust Company (“DTC”), New York, NY, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Certificates and other related transactions by and between DTC, its Participants and the Beneficial Owners is based solely on the understanding of the Authority of such procedures and record keeping from information provided by DTC. Accordingly, no representations can be made concerning these matters and neither DTC, its Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or its Participants, as the case may be. The Local Agency, the Authority, the Trustee and the Underwriters understand that the current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and that the current “Procedures” of DTC to be followed in dealing with Participants are on file with DTC.

DTC will act as securities depository for the Certificates. The Certificates will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Certificate will be issued for each maturity of the Certificates, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTTC is owned by users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC is rated AA+ by Standard & Poor’s. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of the Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual purchaser of each Certificate (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Certificates, except in the event that use of the book-entry system for the Certificates is discontinued.

To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Certificates, such as prepayments, tenders, defaults, and proposed amendments to the Trust Agreement. For example, Beneficial Owners of the Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Prepayment notices shall be sent to DTC, if less than all of the Certificates within a maturity are being prepaid. DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in each issue to be prepaid.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal of, premium, if any, and interest with respect to the Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Local Agency, the Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, the Local Agency or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal of, premium, if any, and interest with respect to the Certificates by Cede & Co (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Local Agency, the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Certificates at any time by giving reasonable notice to the Local Agency, the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Certificates are required to be printed and delivered.

The Local Agency and the Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Certificates will be printed and delivered.

The foregoing information concerning DTC and DTC’s book-entry system has been provided by DTC, and neither the Authority nor the Trustee takes any responsibility for the accuracy thereof.

NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF CERTIFICATES FOR PREPAYMENT.

None of the Local Agency, the Authority or the Trustee can give any assurances that DTC, DTC Participants, Indirect Participants or others will distribute payments of principal of, premium, if any, and interest with respect to the Certificates paid to DTC or its nominee, as the registered Owner, or any prepayment or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described in this Official Statement.

In the event that the book-entry system is discontinued as described above, the requirements of the Trust Agreement will apply.

The Local Agency, the Authority and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Certificates paid to DTC or its nominee as the registered owner, or will distribute any prepayment notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. None of the Local Agency, the Authority or the Trustee are responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Certificates or an error or delay relating thereto. 4863-6046-7294v5/022025-0092
A-1
4863-6046-7294v5/022025-0092
B-7
4863-6046-7294v5/022025-0092
B-1
4863-6046-7294v5/022025-0092
C-2
4863-6046-7294v5/022025-0092
C-1
4863-6046-7294v5/022025-0092
D-8
4863-6046-7294v5/022025-0092
D-1
4863-6046-7294v5/022025-0092
E-1
4863-6046-7294v5/022025-0092
F-8
4863-6046-7294v5/022025-0092
F-1
4863-6046-7294v5/022025-0092
4863-6046-7294v5/022025-0092
4863-6046-7294v5/022025-0092
4863-6046-7294v5/022025-0092
4863-6046-7294v5/022025-0092
ii
4863-6046-7294v5/022025-0092
i
4863-6046-7294v5/022025-0092
38 4863-6046-7294v5/022025-0092
1 4863-6046-7294v5/022025-0092
Preliminary, subject to change.

Preliminary, subject to change.
† 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, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.

Preliminary, subject to change.
† 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.

Preliminary, subject to change.

Stradling Yocca Carlson & Rauth
Draft of 5/26/23

Riverside City CouncilJune 27, 2023

Riverside City Council
June 27, 2023