Riverside Certificate Purchase Agreement - Riverside PFA Measure A Sales Tax Revenue Refunding COPs

$_______

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)
________, 2023

CERTIFICATE PURCHASE AGREEMENT
City of Riverside
3900 Main Street, 6th Floor
Riverside, CA 92522
Riverside Public Financing Authority
3900 Main Street, 6th Floor
Riverside, CA 92522
Ladies and Gentlemen:

Piper Sandler & Co. (the “Underwriter”), offers to enter into this Certificate Purchase Agreement (this “Purchase Agreement”) with the City of Riverside (the “Local Agency”) and the Riverside Public Financing Authority (the “Authority”) with regard to the execution and delivery of its Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) (the “Certificates”), which Purchase Agreement, upon the acceptance hereof by the Local Agency and the Authority, will be binding upon the Authority, the Local Agency and the Underwriter. This offer is made subject to the written acceptance of this Purchase Agreement by the Authority and the Local Agency and the delivery of such acceptance to the Underwriter at or prior to 11:59 p.m., California time, on the date hereof, and, if it is not so accepted, such offer may be withdrawn by the Underwriter upon written notice to the Local Agency and the Authority by the Underwriter at any time before its acceptance.

Upon the terms and conditions and upon the basis of the representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase, and the Local Agency and the Authority hereby agree to sell to the Underwriter for such purpose, all (but not less than all) of the $_____ aggregate principal amount of the Certificates, which evidence and represent a proportionate and undivided interest in the payments (the “Installment Sale Payments”) made by the Local Agency pursuant to a 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 ______ 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. The purchase price of the Certificates shall be as set forth in Exhibit C. The Local Agency and the Authority acknowledge that the Underwriter will on the Closing Date (as such term is defined herein), on behalf of the Local Agency, wire a portion of the purchase price in the amounts of: (a) $_______, as the premium for the Certificate Insurance Policy (as such term is defined herein); and (b) $______, as the premium for the Reserve Policy (as such term is defined herein), directly to the Certificate Insurer (as such term is defined herein).

The Preliminary Official Statement with respect to the Certificates, dated _______, 2023 (the “Preliminary Official Statement”), as amended to conform to the terms of this Purchase Agreement, and dated the date hereof, and with such changes and amendments as are mutually agreed to by the Authority, the Local Agency, and the Underwriter, including the cover page, the appendices, and all information incorporated therein by reference, is herein collectively referred to as the “Official Statement.” The Authority represents that it has deemed the sections of the Preliminary Official Statement entitled “THE AUTHORITY” and “NO LITIGATION—The Authority” to be final as of the date of Preliminary Official Statement, pursuant to Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”).

The Local Agency represents that it has deemed the Preliminary Official Statement to be final as of its date, except for: (i) information regarding the Certificate Insurer, the Certificate Insurance Policy and the Reserve Policy (as such terms are defined herein); (ii) the omission of the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates and amounts of mandatory sinking fund payments, delivery dates, ratings and any other terms of the Certificates relating to such matters and any other information permitted to be omitted by the Rule, and has delivered, or will deliver, a certificate to the Underwriter substantially in the form of Exhibit B.

The Certificates shall mature on the dates and in the amounts, and shall evidence interest payable at the rates, set forth in Exhibit A and as further described in the Official Statement and shall be executed and delivered under and pursuant to the Trust Agreement, dated as of ______ 1, 2023 (the “Trust Agreement”), by and among the Authority, the Local Agency, and U.S. Bank Trust Company, National Association (the “Trustee”). Concurrently with the execution and delivery of the Certificates, ________ (the “Certificate Insurer”) has agreed to deliver to the Trustee a municipal bond insurance policy (the “Certificate Insurance Policy”) and a municipal bond debt service reserve insurance policy (the “Reserve Policy”) for the benefit of the Certificates. The Certificate Insurance Policy will guaranty the scheduled payments when due of the principal and interest with respect to the Certificates. The Reserve Policy constitutes a Qualified Reserve Instrument under and as defined in the Trust Agreement and will be issued by the Certificate Insurer in an amount equal to the Reserve Fund Requirement. Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreement.

The Underwriter agrees to make an initial bona fide public offering of all of the Certificates, at not in excess of the initial public offering yields or prices set forth on Exhibit A. Following the initial public offering of the Certificates, the offering prices may be changed from time to time by the Underwriter. The Local Agency and the Authority acknowledge and agree that: (a) the purchase and sale of the Certificates pursuant to this Purchase Agreement is an arm’s-length commercial transaction among the Local Agency, the Authority, and the Underwriter, and the only obligations that the Underwriter has to the Local Agency and the Authority with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (b) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) to the Local Agency or the Authority; (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Local Agency or the Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Local Agency or the Authority on other matters); (d) the Underwriter has financial and other interests that may differ from and be adverse to those of the Local Agency or the Authority; and (e) the Local Agency and the Authority have consulted their own legal, financial, accounting, tax and other advisors to the extent that they have deemed appropriate.

The Authority and the Local Agency hereby authorize, or have previously authorized, the use by the Underwriter of: (a) the Trust Agreement; (b) the 2013 Installment Sale Agreement; (c) the Continuing Disclosure Certificate, dated as of the Closing Date (the “Continuing Disclosure Certificate”), executed by the Local Agency, (d) the Escrow Agreement (2013 Certificates), dated as of ____ 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”) and (e) each of the Preliminary Official Statement and the Official Statement, and any supplements or amendments thereto, and the information contained in each of such documents, in connection with the public offering and sale of the Certificates.

The Authority will deliver to the Underwriter, within seven (7) business days after the date of this Purchase Agreement and in sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, copies of the Official Statement in final form (including all documents incorporated by reference therein) and any amendment or supplement thereto in such quantities as the Underwriter may reasonably request in order to comply with the obligations of the Underwriter pursuant to the Rule and the rules of the Municipal Securities Rulemaking Board. As soon as practicable following receipt thereof from the Authority, the Underwriter shall deliver the Official Statement to the Municipal Securities Rulemaking Board.

At 8:00 a.m., California time, on _______, 2023, or at such other time or on such other business day as shall have been mutually agreed upon by the Authority, the Local Agency and the Underwriter (the “Closing Date”), the Authority will cause the Trustee to execute and deliver to the Underwriter at the office of or otherwise in care of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as the Authority and the Underwriter may mutually agree upon, the Certificates in fully-registered book-entry form, duly executed and registered in the name of Cede & Co., as nominee of DTC, and subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Certificates by wire transfer payable in immediately available funds to or upon the order of the Authority at such place in Los Angeles, California, or New York, New York, as shall have been mutually agreed upon by the Authority and the Underwriter. Such delivery of and payment for the Certificates is referred to herein as the “Closing.” The Certificates shall be made available for inspection by DTC at least one business day before the Closing.

The Authority represents, warrants, and covenants to the Underwriter that:

The Authority is a joint powers authority under Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California (the “State”).

The Authority has the legal right and power to execute and deliver, and to perform its obligations under, the Trust Agreement, the 2013 Installment Sale Agreement, the Escrow Agreement and this Purchase Agreement (collectively, the “Authority Documents”). The Authority has duly authorized the execution and delivery of the Certificates and the execution and delivery of, and performance of its obligations under, the Authority Documents and, as of the date hereof, such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective other parties thereto, the Authority Documents will constitute legal, valid and binding obligations of the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, the application of equitable principles relating to or affecting creditors’ rights generally, and limitations on remedies against public entities in the State. The Authority has complied and will at the Closing be in compliance in all respects, with its obligations under the Authority Documents.

The Certificates will be paid from Installment Sale Payments pursuant to the 2013 Installment Sale Agreement, which payments have been duly and validly authorized pursuant to applicable law.

The Certificates will be executed and delivered in accordance with the Trust Agreement and will conform in all material respects to the descriptions thereof contained in the Official Statement. The Trust Agreement creates a valid pledge of, first lien upon and security interest in the pledged Installment Sale Payments.

The information in the Official Statement under the captions “THE AUTHORITY” and “NO LITIGATION—The Authority” is true and correct in all material respects, and such information does not contain any misstatement of any material fact or omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading.

The Authority covenants with the Underwriter that for twenty-five (25) days following the “end of the underwriting period” (as such term is defined in the Rule) (the “Delivery Period”), if any event occurs that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriter thereof, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement, at the expense of the Local Agency, in a form and in a manner approved by the Underwriter.

The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Certificates.

If the Official Statement is supplemented or amended, the Official Statement, as so supplemented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Authority is not in breach of or in default under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which the Authority is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any of the foregoing.

The authorization, execution, and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, do not and will not conflict with or constitute a breach of or default by the Authority under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which it is bound or by which its properties may be affected, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents.

No authorization, consent, or approval of, or filing or registration with, any Governmental Authority (as such term is defined below) or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Authority of its obligations under, the Authority Documents, other than any authorization, consent, approval, filing, or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, execution, or delivery of the Certificates. All authorizations, consents, or approvals of, or filings or registrations with, any Governmental Authority or court that are necessary for the valid execution and delivery of, and performance by the Authority of its obligations with respect to, the Certificates will have been duly obtained or made prior to the execution and delivery of the Certificates (and disclosed to the Underwriter). As used herein, the term “Governmental Authority” refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body, or public benefit corporation.

The Authority shall furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request at the expense of the Underwriter and/or the Local Agency in order: (i) to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and shall use its best efforts to continue such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that the Authority shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction.

There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending or, to the knowledge of the Authority, threatened: (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting, or seeking to prohibit, restrain or enjoin the execution and delivery of the Certificates or the execution or delivery of any of the Authority Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the Authority Documents or the consummation of the transactions contemplated thereby or any proceeding of the Authority taken with respect to any of the foregoing, or contesting the exclusion of the portion of the Installment Sale Payments designated as and comprising interest and received by the Owners of the Certificates from taxation or contesting the powers of the Authority and its authority to pledge the Installment Sale Payments; (iii) that may result in any material adverse change relating to the Authority that will materially adversely affect the Authority’s ability to apply Installment Sale Payments to pay the Certificates when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Other than in the ordinary course of its business or as contemplated by the Official Statement, between the date of this Purchase Agreement and the Closing Date, the Authority will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Installment Sale Payments.

Any certificate signed by any official or other representative of the Authority and delivered to the Underwriter pursuant to this Purchase Agreement shall be deemed a representation and warranty by the Authority to the Underwriter as to the truth of the statements therein made.

The Local Agency represents, warrants, and covenants to the Underwriter and the Authority that:

The Local Agency is a charter city of the State duly organized and validly existing under and by virtue of its charter and the Constitution and laws of the State.

The Local Agency has the legal right and power to execute and deliver, and to perform its obligations under, the Trust Agreement, the 2013 Installment Sale Agreement, the Continuing Disclosure Certificate, the Escrow Agreement and this Purchase Agreement (collectively, the “Local Agency Documents”). The Local Agency has duly authorized the execution and delivery of, and the performance of its obligations under, the Local Agency Documents and as of the date hereof such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective other parties thereto, the Local Agency Documents will constitute legal, valid and binding obligations of the Local Agency in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, the application of equitable principles relating to or affecting creditors’ rights and limitations on remedies against public entities in the State. The Local Agency has complied and will at the Closing be in compliance in all respects, with its obligations under the Local Agency Documents.

The Installment Sale Payments payable under the 2013 Installment Sale Agreement have been duly and validly authorized pursuant to applicable law.

The Certificates will be executed and delivered in accordance with the Trust Agreement and will conform in all material respects to the descriptions thereof contained in the Official Statement. The 2013 Installment Sale Agreement creates a valid pledge of, first lien upon, and security interest in, the Measure A Receipts (as such term is defined in the 2013 Installment Sale Agreement).

The information in the Preliminary Official Statement (excluding any information with respect to the Authority, DTC, the book-entry only system, the Certificate Insurer, the Certificate Insurance Policy and the Reserve Policy) is true and correct in all material respects, and such information does not contain any misstatement of any material fact or omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading.

The Local Agency covenants with the Underwriter that, during the Delivery Period, if any event occurs that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Local Agency shall notify the Underwriter thereof, and if in the reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Local Agency will cooperate with the Underwriter and the Authority in the preparation of an amendment or supplement to the Official Statement, at the expense of the Local Agency, in a form and in a manner approved by the Underwriter.

The Local Agency will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent shall not be unreasonably withheld. The Local Agency will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Certificates.

If the Official Statement is supplemented or amended, the Official Statement as so supplemented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Local Agency is not in any material respect in breach of or in default under any applicable constitutional provision, law, ordinance or administrative rule or regulation of the State, the Riverside County Transportation Commission (the “RCTC”), any other state or local governmental agency or the United States, or any applicable judgment, decree, consent, or other agreement to which the Local Agency is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any of the foregoing and the consequence of which could be a material and adverse effect on the performance by the Local Agency of its obligations under the Local Agency Documents.

The authorization, execution and delivery by the Local Agency of the Local Agency Documents, and compliance by the Local Agency with the provisions thereof, do not and will not in any material respect conflict with or constitute a breach of or default by the Local Agency under any applicable constitutional provision, law, ordinance or administrative rule or regulation of the State, the RCTC, any other local governmental agency or the United States, or any applicable judgment, decree, consent or other agreement to which it is bound or by which its properties may be affected.

To the best of the Local Agency’s knowledge, no authorization, consent or approval of, or filing or registration with, any Governmental Authority or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Local Agency of its obligations under, the Local Agency Documents, including but not limited to the pledge of the Measure A Receipts, other than any authorization, consent, approval, filing, or registration that has been previously obtained or as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, execution, or delivery of the Certificates.

The Local Agency will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that the Local Agency shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction.

Except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending of which the Local Agency has received service of process or, to the best knowledge of the Local Agency, threatened against the Local Agency: (i) in any way questioning the existence of the Local Agency or the titles of the officers of the Local Agency to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution and delivery of the Certificates or the execution or delivery of any of the Local Agency Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the Local Agency Documents or the consummation of the transactions contemplated thereby or any proceeding of the Local Agency taken with respect to any of the foregoing, including, without limitation, the Local Agency’s validation proceedings with respect to the Certificates and the Local Agency Documents, or contesting the exclusion of the portion of the Installment Sale Payments designated as and comprising interest and received by the Owners of the Certificates from taxation or contesting the powers of the Local Agency and its authority to pledge the Installment Sale Payments; (iii) that may result in any material adverse change relating to the Local Agency that will materially adversely affect the Local Agency’s ability to pay Installment Sale Payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Other than in the ordinary course of its business or as contemplated by the Official Statement, between the date of this Purchase Agreement and the Closing Date, the Local Agency will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Measure A Receipts.

The financial information regarding the Local Agency contained in the Official Statement fairly presents the financial position and results of the operations of the Local Agency as of the dates and for the periods therein set forth, and, to the best of the Local Agency’s knowledge, the Local Agency’s audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.

Any certificate signed by any official or other representative of the Local Agency and delivered to the Underwriter pursuant to this Purchase Agreement shall be deemed a representation and warranty by the Local Agency to the Underwriter as to the truth of the statements therein made.

Except as otherwise disclosed in the Official Statement, the Local Agency has not failed during the previous five (5) years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under the Rule.

The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties, and covenants of the Authority and the Local Agency contained herein and in the Authority Documents and the Local Agency Documents to which each of the Authority or the Local Agency, as applicable, is a party, and the performance by the Authority and the Local Agency of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:

The representations and warranties of the Authority and the Local Agency contained herein shall be true, complete, and correct in all material respects on the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete, and correct in all material respects at the Closing; the Authority and the Local Agency shall be in compliance with each of the agreements made by it in this Purchase Agreement (unless such agreements are waived by the Underwriter); there shall not have occurred an adverse change in the financial position, results of operations or financial condition of the Local Agency that materially adversely affects the ability of the Local Agency to pay Installment Sale Payments when due or otherwise perform any of its obligations under the Local Agency Documents; and there shall not have occurred an adverse change in the financial position of the Authority that materially adversely affects the ability of the Authority to make payments of principal and interest with respect to the Certificates when due or otherwise perform any of its obligations under the Authority Documents.

At the time of the Closing, the Authority Documents and the Local Agency Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented (except as may be agreed to in writing by the Underwriter); all actions that, in the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Special Counsel to the Local Agency (“Special Counsel”), shall be necessary in connection with the transactions contemplated hereby shall have been duly taken and shall be in full force and effect; and the Local Agency shall perform or shall have performed its obligations required under or specified in the Local Agency Documents to be performed at or prior to the Closing and the Authority shall perform or shall have performed its obligations required under or specified in the Authority Documents to be performed at or prior to the Closing.

At the time of the Closing, the Official Statement (as amended and supplemented) shall be true and correct in all material respects and shall not omit any statement or information necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Except as disclosed in the Official Statement or in a schedule delivered to the Underwriter at the Closing, no decision, ruling, or finding shall have been entered by any court or Governmental Authority since the date of this Purchase Agreement (and not reversed on appeal or otherwise set aside) that has any of the effects described in Section 8(F). (i) No default by the Local Agency or the Authority shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note or other evidence of indebtedness issued by the Local Agency or the Authority, respectively; and (ii) no bankruptcy, insolvency, or other similar proceeding in respect of the Local Agency or the Authority shall be pending or, to the knowledge of the Local Agency or the Authority, contemplated.

The Underwriter may terminate this Purchase Agreement, without liability therefor, by written notification to the Authority and the Local Agency if at any time after the date hereof and prior to the Closing:
legislation shall have been enacted by the United States or the State or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation, or a temporary regulation shall have been published in the Federal Register or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal or State taxation upon revenues or other income or payments of the general character of the Certificates, which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Certificates; or there shall have occurred (a) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (b) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or the declaration of a general banking moratorium by federal, New York or State authorities or a material disruption in securities settlement, payment or clearance services affecting the Certificates shall have occurred; or there shall have occurred an adverse change in the financial position, results of operations or financial condition of the Local Agency that, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates; or any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by, any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered that, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates; or legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Certificates, or the execution, delivery, offering or sale of the Certificates, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Certificates, or the Certificates, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Trust Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which restrictions materially adversely affect the ability of underwriters to trade obligations of the general character of the Certificates; or establishment of any new restrictions in securities materially affecting the free market for securities of the same nature as the Certificates (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; or any rating of the Certificates or the Certificate Insurer shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates; or the commencement of any action, suit or proceeding described in Sections 6(M) or 7(M) that, in the judgment of the Underwriter, materially adversely affects the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates; or any proceeding shall have been commenced or be threatened in writing by the SEC against the Authority or the Local Agency or the suspension by the SEC of trading in the outstanding securities of the Authority or the Local Agency; or any event occurring, or information becoming known, that, in the reasonable judgment of the Underwriter, makes any statement or information contained in the Preliminary Official Statement, as of its date, untrue in any material adverse respect, or has the effect that the Preliminary Official Statement, as of its date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

At or prior to the Closing, the Underwriter shall receive the following documents:
the opinion of Special Counsel, dated the Closing Date, in substantially the form appended to the Official Statement, addressed to the Local Agency (and accompanied by reliance letters to the Authority, the Underwriter, the Trustee and the Certificate Insurer); a supplemental opinion of Special Counsel, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, substantially to the effect that:
the Certificates are not subject to registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; provided that no opinion shall be expressed with respect to the Certificate Insurance Policy or the Reserve Policy; this Purchase Agreement has been duly executed and delivered by the Local Agency and the Authority and is a valid and binding agreement of the Local Agency and the Authority; the Reserve Policy is a Qualified Reserve Instrument (as such term is defined in the Trust Agreement) and the repayment obligations owed to the Certificate Insurer in connection with the Reserve Policy are secured by a valid lien on Measure A Receipts (as such term is defined in the 2013 Installment Sale Agreement), subject to the first pledge of and lien upon the Measure A Receipts for the payment of the Certificates; and the statements contained in the Official Statement under the captions “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” “MEASURE A REVENUES; MEASURE A RECEIPTS” and “TAX MATTERS,” and in Appendices A and C, insofar as such statements expressly summarize certain provisions of the Trust Agreement, the 2013 Installment Sale Agreement, the Certificates and the opinion of Special Counsel concerning certain federal tax matters relating to the Certificates, are accurate in all material respects; an opinion of the City Attorney of the Local Agency, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority, the Underwriter and the Certificate Insurer, substantially to the effect that:
the Local Agency is a charter city duly organized and validly existing under and by virtue of its charter and the Constitution and laws of the State; the resolution of the Local Agency approving and authorizing the execution and delivery of the Local Agency Documents and approving the Official Statement (the “Local Agency Resolution”) was duly adopted at a meeting of the City Council of the Local Agency that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Local Agency Resolution is in full force and effect and has not been modified, amended, or rescinded as of the Closing Date; the execution and delivery by the Local Agency of the Local Agency Documents, and compliance by the Local Agency with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, or agreement to which the Local Agency is subject to or by which it is bound, the consequence of which could be a material and adverse effect on the performance by the Local Agency of its obligations under the Local Agency Documents; 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 of which the Local Agency has received service of process or, to the best knowledge of such counsel, threatened against the Local Agency, seeking to restrain or enjoin the execution or delivery of the Certificates, the Trust Agreement, the Escrow Agreement or the 2013 Installment Sale Agreement, or in any way contesting or affecting the validity of the foregoing or any proceeding of the Local Agency taken with respect to any of the foregoing or that will materially affect the ability of the Local Agency to pay its Installment Sale Payments when due; and except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending of which the Local Agency has received service of process or, to the best knowledge of such counsel, threatened against the Local Agency: (a) in any way questioning the existence of the Local Agency or the titles of the officers of the Local Agency to their respective offices; (b) affecting, contesting, or seeking to prohibit, restrain, or enjoin the execution and delivery of the Certificates or any of the Local Agency Documents, or the payment or collection of any amounts pledged or to be pledged to pay the Installment Sale Payments or the principal and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the Local Agency Documents or the consummation of the transactions contemplated thereby or any proceeding of the Local Agency taken with respect to any of the foregoing, or contesting the exclusion of the interest payable with respect to the Certificates from taxation or contesting the powers of the Local Agency and its authority to pledge the Installment Sale Payments; (c) that may result in any material adverse change relating to the Local Agency that will materially adversely affect the Local Agency’s ability to pay the Installment Sale Payments when due; or (d) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; an opinion of the City Attorney of the City of Riverside, as counsel to the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, to the effect that:
the Authority is a joint powers agency organized and existing under the laws of the State of California; the resolution of the Authority relating to the Authority Documents and the Official Statement (the “Authority Resolution”) was duly adopted at a meeting of the governing body of the Authority. The Authority Resolution is in full force and effect and has not been amended, modified or rescinded; and the execution and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, or agreement to which the Authority is subject to or by which it is bound, the consequence of which could be a material and adverse effect on the performance by the Authority of its obligations under the Authority Documents; an opinion, dated the date of the Closing and addressed to the Underwriter, of Kutak Rock LLP, counsel to the Underwriter, in such form as may be acceptable to the Underwriter; an opinion of Special Counsel, addressed to the Authority, the Local Agency, the Escrow Agent, and the Underwriter, dated the date of Closing, as to the effective defeasance of the 2013 Certificates in form and substance acceptable to the Underwriter; a certificate of the Local Agency, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that:
the representations, warranties, and covenants of the Local Agency contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date and the Local Agency has complied in all material respects with all of the terms and conditions of the Purchase Agreement required to be complied with by the Local Agency at or prior to the Closing Date; the Local Agency has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing Date pursuant to the Purchase Agreement with respect to the execution and delivery of the Certificates; to the best knowledge of the Local Agency, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, government agency, public board or body, pending of which the Local Agency has received service of process or threatened against the Local Agency, affecting the existence of the Local Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Certificates or contesting or affecting, as to the Local Agency, the validity or enforceability of the Certificates, the Local Agency Documents or contesting the tax-exempt status of interest represented by the Certificates, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Local Agency or any authority for the execution and delivery of the Certificates, or in any way contesting or challenging the consummation of the transactions contemplated under the Local Agency Documents, or, except as disclosed in the Official Statement, that might result in a material adverse change in the financial condition of the Local Agency or materially adversely affect the Local Agency’s rights to receive and expend revenues allocated to the Local Agency by the RCTC that are derived from a retail transactions and use tax imposed in the County of Riverside, California pursuant to the Riverside County Transportation Sales Tax Act (Division 25 (Section 240000 et seq.) of the Public Utilities Code of the State) and Ordinance No. 02-001 (the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance) adopted by the RCTC on May 8, 2002, and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election, as supplemented and amended, nor is there any basis known to the Local Agency for any such action, suit, proceeding, inquiry, or investigation, wherein an unfavorable decision, ruling, or finding would materially adversely affect the authorization, execution, delivery, or performance by the Local Agency of the Local Agency Documents or the execution by the Trustee of the Certificates; to the best knowledge of the Local Agency official executing such certificate, no event affecting the Local Agency has occurred since the date of the Official Statement that has not been disclosed therein or in any supplement or amendment thereto, which event should be in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and between the date of the Purchase Agreement and the Closing Date, the Local Agency has not offered or issued any bonds, notes, or other obligations for borrowed money, or incurred any material liabilities, other than with the written consent of the Underwriter, nor has there been any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Local Agency; a certificate of the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that the representations and warranties of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; a certificate, dated the date of the Preliminary Official Statement, from the Local Agency addressed to the Underwriter, in the form set forth in Exhibit B; an opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, the Authority, the Local Agency and the Certificate Insurer, to the effect that:
the Trustee is a national banking association and is validly existing, duly qualified to do business and in good standing under the laws of each jurisdiction in which the performance of its duties under the Trust Agreement would require such qualification, and the Trustee has the requisite power and authority to execute, deliver and perform its obligations under the Trust Agreement; the Trustee is duly eligible and qualified to act as Trustee under the Trust Agreement; the Trustee has all requisite power, authority and legal right to execute and deliver the Trust Agreement and to perform its obligations thereunder, and has taken all necessary corporate action to authorize the execution and delivery of and the performance of its obligations thereunder; the Trustee has duly executed and delivered the Trust Agreement. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Trust Agreement is the legal, valid and binding agreement of the Trustee enforceable against the Trustee in accordance with its terms, except to the extent enforceability thereof may be subject to: (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies heretofore or hereafter enacted; and (b) the application of equitable principles and the exercise of judicial discretion in appropriate cases; the Certificates have been duly executed and delivered by the Trustee; the execution, delivery and performance of the Trust Agreement by the Trustee and the consummation of the transactions contemplated thereby do not and will not: (a) to the knowledge of such counsel, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trustee is a party or by which the Trustee is bound, or to which any of the property or assets of the Trustee or any of its subsidiaries is subject; (b) result in any violation of the provisions of the charter, articles of association, by-laws, or applicable resolutions of the Trustee; or (c) to the knowledge of such counsel, result in any violation of any statute or any order, rule or regulation of any court or government agency or body having jurisdiction over the Trustee or any of its properties or assets; and to the knowledge of such counsel, there are no actions, proceedings or investigations pending or threatened against the Trustee before any court, administrative agency or tribunal: (a) asserting the invalidity of the Trust Agreement; (b) seeking to prevent the consummation of any of the transactions contemplated thereby; or (c) that might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of the Trust Agreement; a certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, to the effect that:
the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the necessary power to enter into, accept, and administer the trusts created under the Trust Agreement and to execute and deliver the Certificates to the Underwriter; the Trust Agreement has been duly authorized, executed, and delivered by a duly authorized officer of the Trustee, and the execution, delivery, and performance of the Trust Agreement has been duly authorized by all necessary action of the Trustee; the Trust Agreement constitutes the legal, valid, and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; the Certificates have been duly executed and delivered by a duly authorized officer of the Trustee; no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Trust Agreement or the performance by the Trustee of its duties and obligations under the Trust Agreement; the execution and delivery by the Trustee of the Trust Agreement and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty, or agreement need be made with respect to any federal or State securities or blue sky laws or regulations); the Trustee’s action in executing and delivering the Trust Agreement will not contravene the articles or bylaws of the Trustee and is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect, and such action does not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental agency, public board, or body that has been served on the Trustee, or to the best knowledge of the Trustee, threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contest or affect the validity or enforceability of the Trust Agreement or the powers of the Trustee or its authority to enter into and perform its obligations thereunder; a certificate or certificates of the Escrow Agent, dated the Closing Date, with respect to the discharge of the 2013 Certificates (as such term is defined in the Official Statement) and otherwise in form and substance acceptable to the Underwriter and Special Counsel; an opinion of counsel to the Escrow Agent, dated the Closing Date, in form and substance acceptable to the Underwriter and Special Counsel; certified copies of the Local Agency Resolution, the Authority Resolution and an incumbency resolution of the Trustee; copies each of the Authority Documents, the Local Agency Documents and the Official Statement, duly executed and delivered by the respective parties thereto; a tax certificate of the Authority and of the Local Agency, each in form satisfactory to Special Counsel, signed by an appropriate officer of each of the Authority and the Local Agency; the report of Causey Demgen & Moore P.C., (the “Verification Agent”) regarding the defeasance and prepayment of the 2013 Certificates; evidence satisfactory to the Underwriter of the issuance of the Certificate Insurance Policy by the Certificate Insurer; evidence satisfactory to the Underwriter that the Trustee shall have received the Reserve Policy from the Certificate Insurer, which Reserve Policy constitutes a Qualified Reserve Instrument under and as defined in the Trust Agreement; an opinion of counsel to the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel and Underwriter’s Counsel, with respect to, among other matters, the Certificate Insurance Policy and the Reserve Policy, and disclosures relating thereto and to the Certificate Insurer in the Official Statement; a certificate of the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel, and Underwriter’s Counsel, with respect to, among other matters, the Certificate Insurance Policy and the Reserve Policy; a no-default certificate of the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel and Underwriter’s Counsel; evidence that the underlying and insured ratings of the Certificates as set forth in the Official Statement are in full force and effect on the Closing Date; copies of the statements with respect to the sale of the Certificates required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code; a copy of the default judgment rendered on April 30, 2013, by the Superior Court of the State of California for the County of Riverside in the action entitled City of Riverside v. All Persons Interested in the Matter, etc.; evidence that the federal tax information form 8038-G for the Authority or for the Local Agency, as applicable, has been prepared by Special Counsel for filing; specimen Certificates, duly executed by the Trustee; a copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; and such additional legal opinions, certificates, proceedings, instruments, and other documents as the Underwriter, Special Counsel or Underwriter’s Counsel may reasonably request to evidence compliance by the Local Agency and the Authority with legal requirements, the accuracy, as of the time of Closing, of the Authority and the Local Agency’s representations herein contained, and the due performance or satisfaction by the Local Agency and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Local Agency and the Authority.

If the Local Agency or the Authority shall be unable to satisfy the conditions to the Underwriter’s obligations contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and none of the Local Agency, the Authority or the Underwriter shall have any further obligation hereunder.

The performance by each of the Authority and the Local Agency of its respective obligations is conditioned upon: (i) the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the Authority, the Local Agency and the Underwriter of opinions and certificates being delivered at the Closing by persons and entities other than the Authority and the Local Agency.

The Underwriter shall be under no obligation to pay, and the Local Agency shall pay, the following expenses incident to the performance of the Authority’s and the Local Agency’s obligations hereunder:
the fees and disbursements of Special Counsel;
the cost of printing and delivering the Certificates, the Preliminary Official Statement and the Official Statement (and any amendment or supplement prepared pursuant to Section 4 of this Purchase Agreement); the fees and disbursements of the Trustee, Escrow Agent, Verification Agent, accountants, financial advisors, legal counsel and any other experts or consultants retained by the Authority (in its reasonable judgment) or the Local Agency, rating agency fees and costs, fees, and expenses pertaining to the provision of the Certificate Insurance Policy and the Reserve Policy; expenses (included in the expense component of the spread), if any, reasonably incurred by the Underwriter with the prior approval of the Local Agency on behalf of the Local Agency’s employees that are incidental to implementing this Purchase Agreement and the rating presentation, including, but not limited to, meals, transportation and lodging of such employees and reimbursement to the Underwriter for any meals and travel for Authority or Local Agency employees or officers that were paid for by the Underwriter in implementing this Purchase Agreement; and any other expenses and costs of the Authority and the Local Agency incident to the performance of their respective obligations in connection with the authorization, execution, delivery, and sale of the Certificates, including outofpocket expenses and regulatory expenses and any other expenses agreed to by the parties.

The Underwriter shall pay from the expense component of the Underwriter’s spread (and neither the Authority nor the Local Agency shall be under any obligation to pay) all expenses incurred by it in connection with the public offering and distribution of the Certificates including, without limitation:
all advertising expenses in connection with the offering of the Certificates; and all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Certificates (including the fees and expenses of its counsel) including, without limitation, CUSIP Bureau, DTC, MSRB and California Debt and Investment Advisory Commission fees, if any, and the cost of preparation of any Blue Sky and Legal Investment memoranda and all Blue Sky filing fees in connection with the public offering of the Certificates, except as provided in subsection (A) above or as otherwise agreed to by the Underwriter, the Authority and the Local Agency.

Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Authority at the address set forth above; any notice or other communication to be given to the Local Agency under this Purchase Agreement may be given by delivering the same in writing to the Local Agency at the address set forth above; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 2321 Rosecrans Ave., Suite 3200, El Segundo, California 90245, Attention: Public Finance. The approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to the Authority and the Local Agency. (A) The Underwriter agrees to assist the Authority and the Local Agency in establishing the issue price of the Certificates and shall execute and deliver to the Authority and the Local Agency at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the Local Agency and Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Certificates. (B) With respect to those maturities of the Certificates that have met the 10% test described below, the Authority and the Local Agency will treat the first price at which 10% of each maturity of the Certificates (the “10% test”) is sold to the public as of the date of execution of this Purchase Agreement (the “Sale Date”) as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). (C) With respect to those maturities of the Certificates that have not met the 10% test as of the Sale Date, this subsection (c) shall apply. In that regard, the Underwriter confirms that it has offered the Certificates to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for which the 10% test has not been satisfied as of the Sale Date and for which the Authority, the Local Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority and the Local Agency to treat the initial offering price to the public of each such maturity as of the Sale Date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Certificates, the Underwriter will neither offer nor sell unsold Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the 5th business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of the maturity of the Certificates to the public that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Authority and the Local Agency when the Underwriter has sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the 5th business day after the sale date.

The Authority and the Local Agency acknowledge that, in making the representation set forth in this subsection, the Underwriter will rely on, in the event that the Underwriter is a party to a retail or other third-party distribution agreement that was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail or other third-party distribution agreement and the related pricing wires. The Authority and the Local Agency further acknowledge that the Underwriter shall be solely liable for their failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail or other third-party distribution agreement to comply with its agreement regarding the hold-the-offering-price rule as applicable to the Certificates. (D) The Underwriter confirms that (i) each selling group agreement and each retail or other third-party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail or other third-party distribution agreement, as applicable, to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires; and (ii) any selling group agreement (to which the Underwriter is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a retail or other third-party distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker-dealer that is a party to such retail or other third-party distribution agreement to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires:
(E) The Underwriter acknowledges that sales of any Certificates to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party, (2) “underwriter” means (A) any person that agrees pursuant to a written contract that the Authority and the Local Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Certificates), (3) a purchaser of any Certificates is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (4) “sale date” means the date of execution of this Purchase Agreement by all parties.

For all purposes of this Purchase Agreement, a default shall not be deemed to be continuing if it has been cured, waived, or otherwise remedied. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State applicable to contracts made and performed within the State.

This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
This Purchase Agreement when accepted by the Authority and the Local Agency in writing shall constitute the entire agreement by and among the Local Agency, the Authority and the Underwriter and is made solely for the benefit of the Local Agency, the Authority and the Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof.

Very truly yours,
PIPER SANDLER & CO.

By:

Authorized Representative
The foregoing is hereby agreed to and accepted as of the date first above written:

RIVERSIDE PUBLIC FINANCING AUTHORITY
By:

Authorized Representative
Time of Execution: _____________ p.m. California time

CITY OF RIVERSIDE
By:

Authorized Representative
Time of Execution: _____________ p.m. California time
Approved as to form by Bond Counsel:

Stradling Yocca Carlson & Rauth

EXHIBIT A
$_______

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)

MATURITY SCHEDULE
Maturity
(June 1)
Principal
Amount
Interest
Rate
Yield
Price
10% Test Satisfied*
10% Test Not Satisfied
Subject to Hold-The-Offering-Price Rule (marked if used) 2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
* At the time of execution of this Purchase Agreement and assuming orders are confirmed immediately after the execution of this Purchase Agreement.

EXHIBIT B
“DEEMED FINAL CERTIFICATE”
FOR

PRELIMINARY OFFICIAL STATEMENT
[POS Date]
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
Re: Riverside Public Financing Authority Local Measure A Sales Tax Revenue (Installment Sale) Refunding Certificates of Participation, Series 2023 (2013 Riverside Pavement Rehabilitation Project) Ladies and Gentlemen:

With respect to the proposed sale 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 Riverside Public Financing Authority (the “Authority”) has delivered to you a Preliminary Official Statement, dated the date hereof (the “Preliminary Official Statement”). The City of Riverside, for purposes of compliance with Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”), deems the Preliminary Official Statement to be final as of its date, except for: (a) information regarding the Certificate Insurer, the Reserve Policy, and the Certificate Insurance Policy (each as defined in the Preliminary Official Statement); and (b) the omission of the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates and amounts of mandatory sinking fund payments, delivery dates, ratings and any other terms of the Certificates relating to such matters and any other information permitted to be omitted by the Rule.

CITY OF RIVERSIDE
By:

Name:

Title:

EXHIBIT C
$______

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)

FORM OF PRICING CONFIRMATION SUPPLEMENT

CITY OF RIVERSIDE

PRICING INFORMATION
Purchase Price Calculation
Principal Amount of Certificates:
$
Plus: Original Issue Premium:

Less: Underwriter’s Discount:

Total Purchase Price
$
Use of Proceeds
Costs of Issuance:
$
Certificate Insurance Policy Premium:

Reserve Policy Premium:

Escrow Fund:

Total Use of Proceeds
$

IMPORTANT DATES
Purchase Date:
_______, 2023
Closing Date:
_______, 2023
Certificate Payment Dates:

June 1 of each year, commencing June 1, 2024
Interest Payment Dates:

June 1 and December 1 of each year, commencing December 1, 2023 Final Maturity Date:

June 1, 2033

IN WITNESS WHEREOF, the Purchase Agreement is agreed to, and this Pricing Confirmation Supplement appearing as Exhibit C thereto is accepted, all on the Purchase Date set forth above.

CITY OF RIVERSIDE
By:

Name:

Title:

Time of Execution: ______________

EXHIBIT D

FORM OF ISSUE PRICE CERTIFICATE
$_______

RIVERSIDE PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A SALES TAX REVENUE (INSTALLMENT SALE)
REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2023
(2013 RIVERSIDE PAVEMENT REHABILITATION PROJECT)
The undersigned, Piper Sandler & Co. (“Piper Sandler”) based on the information available to it, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Certificates”).

A. Issue Price.

Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public as of the date of execution of the Certificate Purchase Agreement, is the respective price listed in Schedule A.

Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) For each Maturity of the Hold-the-Offering-Price Maturities, Piper Sandler offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) As set forth in the Certificate Purchase Agreement, Piper Sandler agreed in writing on or prior to the Sale Date that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “Hold-the-Offering-Price Rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail or other third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail or other third-party distribution agreement, to comply with the Hold-the-Offering-Price Rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period.

Defined Terms.
(a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Piper Sandler has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means, collectively, the Riverside Public Financing Authority and the City of Riverside. (e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to the Underwriter. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is _______, 2023. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Certificates to the Public). (i) Related Party means any entity if the Underwriter and such entity are subject, directly or indirectly, to (i) more than 50 percent common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50 percent common ownership of their capital interests or profit interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50 percent common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).

We understand that the representations contained herein may be relied upon by the Issuer in making certain of the representations contained in the Tax Certificate, and we further understand that Stradling Yocca Carlson & Rauth, A Professional Corporation as special counsel, may rely upon this certificate, among other things, in providing an opinion with respect to the exclusion from gross income of interest on the Certificates pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents the undersigned’s interpretation of any laws; in particular the regulations under the Code, or the application of any laws to these facts. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose.

The undersigned is authorized to execute this certificate on behalf of the Underwriter, which certifications are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. [Closing Date]
PIPER SANDLER & CO., as Underwriter
By: ________________________________
Authorized Officer

SCHEDULE A

SALES PRICES
[TO BE ATTACHED]

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
[TO BE ATTACHED]
ACTIVE/84043124.1
C-2
18 LIB201/1516.5
ACTIVE/84043124.1
D-2
2 [Signature Page to Certificate Purchase Agreement]
A-1
ACTIVE/84043124.1
B-1
18 LIB201/1516.5
ACTIVE/84043124.1
ACTIVE/84043124.1

Riverside City CouncilJune 27, 2023

Riverside City Council
June 27, 2023