RESOLUTION NO. _______
RESOLUTION OF THE BOARD OF DIRECTORS OF THE RIVERSIDE PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF Local Measure A Sales Tax Revenue (Installment Sale) REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023 (2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT), AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND AUTHORIZING OTHER MATTERS RELATING THERETO WHEREAS, the City of Riverside (the “City”) is a member of the Riverside Public Financing Authority (the “Authority”), a public entity that is duly organized and existing under a joint exercise of powers agreement and under the Constitution and laws of the State of California; and WHEREAS, the Authority previously executed and delivered its 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 delivered to the City to finance certain public improvements; and WHEREAS, the 2013 Certificates are payable from installment payments made by the City to the Authority under the 2013 Installment Sale Agreement, dated as of July 1, 2013 (the “2013 ISA”), by and between the City and the Authority; and WHEREAS, the installment payments under the 2013 ISA are secured by a pledge of sales tax revenues allocated to the City under Ordinance No. 02-001, the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Riverside County Transportation Commission on May 8, 2002, and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election (the “Measure A Revenues”); and WHEREAS, the 2013 Certificates are subject to prepayment after June 1, 2023; and WHEREAS, the City and the Authority desire to prepay the 2013 Certificates for debt service savings; and WHEREAS, in order to provide a source of funds to prepay the 2013 Certificates, the City has requested that the Authority execute and deliver its Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) (the “2023 Certificates”), and the Authority is willing to do so; and WHEREAS, in order to secure the repayment of the 2023 Certificates, the Authority desires to enter into a First Supplement to 2013 Installment Sale Agreement with the City (the “First Supplement”), amending and supplementing the 2013 ISA to reflect the execution and delivery of the 2023 Certificates, the payments under which First Supplement are to be secured by Measure A Revenues; and WHEREAS, in order to effect the prepayment of the 2013 Certificates and the issuance of the 2023 Certificates, the Authority desires to execute certain other agreements as described herein; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE RIVERSIDE PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows:
Section 1. First Supplement to 2013 Installment Sale Agreement. The proposed form of the First Supplement, a copy of which has been provided to the Board of Directors of the Authority (the “Board”), is hereby approved. The Chair, Vice Chair, Treasurer and Secretary of the Authority (the “Authorized Representatives”) are each hereby authorized, empowered and directed, severally, for and on behalf of the Authority, to execute and deliver the First Supplement, substantially in the form provided to the Board, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the First Supplement.
Section 2. Trust Agreement. The proposed form of a Trust Agreement (the “Trust Agreement”) relating to the 2023 Certificates, a copy of which has been provided to the Board, is hereby approved. The Authorized Representatives are each hereby authorized, empowered and directed, severally, for and on behalf of the Authority, to execute and deliver the Trust Agreement, substantially in the form provided to the Board, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Trust Agreement.
Section 3. Escrow Agreement (2013 Certificates). The proposed form of an Escrow Agreement (2013 Certificates) (the “Escrow Agreement”) relating to the prepayment of the 2013 Certificates, a copy of which has been provided to the Board, is hereby approved. The Authorized Representatives are each hereby authorized, empowered and directed, severally, for and on behalf of the Authority, to execute and deliver the Escrow Agreement, substantially in the form provided to the Board, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement.
Section 4. Certificate Purchase Agreement. The proposed form of a Certificate Purchase Agreement (the “Purchase Contract”) relating to the 2023 Certificates, a copy of which has been provided to the Board, is hereby approved. The Authorized Representatives are each hereby authorized, empowered and directed, severally, for and on behalf of the Authority, to execute and deliver the Purchase Contract, substantially in the form provided to the Board, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Purchase Contract; provided that: (i) the execution and delivery of the 2023 Certificates will result in aggregate net present value savings with respect to the prepaid 2023 Certificates of not less than 5%; and (ii) in no event shall the Underwriter’s discount with respect to the 2023 Certificates exceed 0.650% of the aggregate principal amount of the 2023 Certificates.
Section 5. Official Statement. The preparation of the Preliminary Official Statement (the “POS”) for the 2023 Certificates, a copy of which has been provided to the Board, is hereby authorized and approved. The Authorized Representatives are hereby authorized to effect such additions, omissions and changes to the POS as are approved by the Authorized Representatives upon consultation with Disclosure Counsel and the Authority’s General Counsel, and to sign certificates deeming the POS substantially final pursuant to Rule 15c212 promulgated under the Securities Exchange Act of 1934 relating to the POS. The underwriter of the 2023 Certificates is hereby authorized to distribute the POS to prospective purchasers of the 2023 Certificates. The Authorized Representatives are hereby authorized, empowered and directed to execute a final Official Statement in substantially the form of the POS presented provided to the Board, with such changes therein, deletions therefrom and additions thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the final Official Statement. The underwriter is directed to deliver copies of the final Official Statement to all actual initial purchasers of the 2023 Certificates.
Section 6. Execution and Delivery of 2023 Certificates. The execution and delivery of the 2023 Certificates in the principal amounts, bearing interest at the rates and maturing on the dates set forth in the Purchase Contract as finally executed, is hereby approved.
Section 7. Approval of Financing Team. The Board hereby approves the appointment of Stradling Yocca Carlson & Rauth, a Professional Corporation, to act as Bond and Disclosure Counsel to the City, CSG Advisors Incorporated to act as Municipal Advisor to the City and Piper Sandler & Co. to act as Underwriter with respect to the 2023 Certificates.
Section 8. Further Action. The Authorized Officers (or any duly authorized designee of any of such officers) are each hereby authorized, empowered and directed to execute such other documents in addition to those enumerated herein and to take such other actions as each deems necessary or advisable in order to consummate the prepayment of the 2013 Certificates and the execution and delivery of the 2023 Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution and the actions herein authorized or contemplated, including but not limited to the delivery of prepayment and/or escrow instructions with respect to the 2013 Certificates, soliciting bids on a municipal bond insurance policy and/or debt service reserve insurance policy, negotiating the terms of such policy or policies, finalizing, if appropriate, the form of such policy or policies with a municipal bond insurer and, if it is determined that the policy or policies will result in net savings for the City, paying the insurance premium for such policy or policies from the proceeds of the 2023 Certificates, and any such actions previously taken by such officers are hereby ratified and confirmed.
Section 9. Good Faith Estimates. The good faith estimates of costs related to the 2023 Certificates which are required by Section 5852.1 of the California Government Code are disclosed in Exhibit A hereto and are available to the public at the meeting at which this Resolution is approved.
Section 10. Effective Date of Resolution. This Resolution shall take effect upon the approval of a majority of the members of the Board.
ADOPTED by the Board of Directors of the Riverside Public Financing Authority this 27th day of June, 2023.
PATRICIA LOCK DAWSON
Chair
ATTEST:
DONESIA GAUSE
Secretary of the Riverside Public Financing Authority
I, Donesia Gause, Secretary of the Riverside Public Financing Authority, hereby certify that the foregoing resolution was duly and regularly adopted by the Board of Directors of said Authority at its meeting held on the 27th day of June, 2023, by the following vote, to wit:
Ayes:
Noes:
Absent:
Abstain:
IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal of the City of Riverside, California, this _____ day of ___________, 2023.
DONESIA GAUSE
Secretary of the Riverside Public Financing Authority
EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the 2023 Certificates in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by CSG Advisors Incorporated (the City’s “Municipal Advisor”).
Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2023 Certificates to be sold is $21,135,000 (the “Estimated Principal Amount”), which does not include approximately $2,585,000 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of certificates of participation, the price paid for such certificates is higher than the face value of such certificates. Such Estimated Principal Amount and such estimated net premium amount would produce approximately $23,720,000 of gross proceeds.
True Interest Cost of the 2023 Certificates. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2023 Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2023 Certificates, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2023 Certificates, is 2.73%.
Finance Charge of the 2023 Certificates. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2023 Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the 2023 Certificates, which means the sum of all fees and charges paid to third parties (or costs associated with the 2023 Certificates), is $361,000, assuming that no municipal bond insurance policy or debt service reserve insurance policy is purchased.
Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2023 Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the 2023 Certificates, less the finance charge of the 2023 Certificates, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the 2023 Certificates, is $22,359,000.
Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2023 Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the 2023 Certificates, plus the finance charge for the 2023 Certificates, as described above, not paid with the proceeds of the 2023 Certificates, calculated to the final maturity of the 2023 Certificates, is $27,212,000.
The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2023 Certificates issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the sale of the 2023 Certificates being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Certificates sold being different from the Estimated Principal Amount; (c) the actual amortization of the 2023 Certificates being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the 2023 Certificates being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the Authority’s financing plan, delays in the financing, additional legal work or a combination of such factors and additional finance charges, if any, attributable thereto. The actual date of sale of the 2023 Certificates and the actual principal amount of Certificates sold will be determined by the Authority based on the timing of the need for proceeds of the 2023 Certificates and other factors. The actual interest rates borne by the 2023 Certificates will depend on market interest rates at the time of sale thereof. The actual amortization of the 2023 Certificates will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority. 2 4868-7876-8990v4/022025-0092
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