2020-08-19 City Council Regular MEETING - Agenda PacketCity Council Chambers Menifee City Council
Via RingCentral (see below) Regular Meeting Agenda
Menifee, CA 92586
Wednesday, August 19, 2020
6:00 PM Regular Meeting
Bill Zimmerman, Mayor
Greg August, District 1
Matthew Liesemeyer, District 2 Armando G. Villa, City Manager
Lesa Sobek, District 3 Jeffrey T. Melching, City Attorney
Dean Deines, District 4 Sarah A. Manwaring, City Clerk
AGENDA
AS A RESULT OF THE COVID-19 VIRUS, AND RESULTING ORDERS AND DIRECTION
FROM THE PRESIDENT OF THE UNITED STATES, THE GOVERNOR OF THE STATE OF
CALIFORNIA, AND THE RIVERSIDE COUNTY PUBLIC HEALTH DEPARTMENT, AS WELL
AS THE CITY OF MENIFEE EMERGENCY DECLARATION, THE PUBLIC WILL NOT BE
PERMITTED TO PHYSICALLY ATTEND THE MENIFEE MEETING TO WHICH THIS AGENDA
APPLIES. YOU MAY PARTICIPATE IN THE MEETING BY:
VIDEO: https://meetings.ringcentral.com/j/3668649023
PHONE: (623) 404-9000, MEETING ID #3668649023
PUBLIC COMMENTS: TO SUBMIT PUBLIC COMMENTS EMAIL
publiccomments@cityofmenifee.us
FOR MORE INFORMATION GO TO http://cityofmenifee.us/621/Virtual-City-Clerk-Services, OR
CONTACT THE CITY CLERK DEPARTMENT AT (951) 672-6777.
REGULAR MEETING (6:00 P.M)
1. CALL TO ORDER
2. ROLL CALL
3. WORDS OF INSPIRATION
3.1 Pastor Grace Obot, Unity Beth Nathanael Church
4. PLEDGE OF ALLEGIANCE
5. PRESENTATIONS
5.1. Mt. San Jacinto College Update
6. AGENDA APPROVAL OR MODIFICATIONS
7. PUBLIC COMMENTS (NON-AGENDA ITEMS)
This is the time for members of the public to address the Council about items which are NOT listed
on the agenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on non-
agendized matters at the time such comments are made. Each speaker will be limited to three
minutes on any single item. Please submit a completed speaker card to the City Clerk.
Menifee Mayor and City Council
Regular Meeting Agenda
Wednesday, August 19, 2020
Page 2 of 6
8. COUNCILMEMBER UPDATES AND COMMENTS
9. APPROVAL OF MINUTES
9.1. Approval of Minutes of August 5, 2020
10. CONSENT CALENDAR
(All matters on the Consent Calendar are to be approved in one motion unless a Councilmember requests a
separate action on a specific item on the Consent Calendar. If an item is removed from the Consent
Calendar, it will be discussed individually and acted upon separately.)
10.1. Waiver of Reading in Full of Any and all Ordinances Listed on this Agenda and
Provide that they be read by Title Only
10.2. Warrant Register
RECOMMENDED ACTION
Ratify and approve the Voucher List dated 7/31/2020 and the Payroll Register/Other
EFT’s dated 7/22/2020, 7/23/2020 and 7/24/2020 which have a total budgetary impact
of $5,015,377.43.
10.3. Menifee CARES Act Funds
RECOMMENDED ACTION
1. Accept Coronavirus Aid, Relief, and Economic Security (CARES) Act Funds in the
amount of $1,198,820 awarded by the State of California to the City of Menifee to
address public health and safety impacts of COVID-19; and
2. Authorize an increase in revenue in the amount of $1,198,820 to an account as
assigned by the Finance Department; and
3. Authorize the City Manager to execute all necessary agreements, amendments
and related documents to receive the CARES Act funds awarded by the State of
California; and
4. Authorize the City Manager to replace recommended funding source (6/17/2020
Council Meeting) for the $100,000 related to the City of Menifee COVID-19 Small
Business Assistance Grant Program from CDBG-CV funds to CARES Act Funds;
and
5. Authorize the City Manager to allocate CARES Act funds to any item of
appropriation for COVID-19 eligible projects and activities and return to City
Council with summary report on recommended uses to ensure timely expenditure
of CARES Act Funds; and
6. Waive the City’s competitive processes for the procurement of computerized or
Information Technology (IT) Systems, Supplies, Construction Services and
Professional Services to allow for the expeditious use of the CARES Act Funds to
address the public safety impacts of COVID-19.
10.4. Adoption of Ordinance Approving the Community Facilities District No. 2020-1
(McCall Mesa)
RECOMMENDED ACTION
Adopt an Ordinance Approving the Community Facilities District No. 2020-1 (McCall
Mesa).
Menifee Mayor and City Council
Regular Meeting Agenda
Wednesday, August 19, 2020
Page 3 of 6
10.5. Adoption of Ordinance Approving Community Facilities District No. 2020-2 (Del
Oro)
RECOMMENDED ACTION
Adopt an Ordinance approving the Community Facilities District No. 2020-2 (Del Oro).
10.6. Bond Reduction for Tract 37102 Skyview Development, by Ridgemore
Investment, LLC
RECOMMENDED ACTION
1. Accept public improvements consisting of road, drainage, sewer system and water
system improvements for Tract Map (TM) 37102, a 5.59 gross acres of land
subdivided into 21 residential lots located north of Ridgemoor Road and west of
Valley Boulevard; and
2. Approve the 90% Bond Reduction.
10.7. Bond Reduction for Audie Murphy Road South Improvements, Audie Murphy
Ranch Development by Sutter Mitland 01, LLC
RECOMMENDED ACTION
1. Accept Audie Murphy Road - South (Phase 1) completed public improvements
consisting of road, drainage, sewer and water system improvements for Parcel
Map 32269, located along Newport Road and Audie Murphy Road; and
2. Approve the 90% Bond Reduction.
10.8. Bond Release for Backbone Improvements, Menifee Town Center, Stark Menifee
Land, LLC
RECOMMENDED ACTION
Approve the release of the 10% Security Bonds for Public Improvements associated
with Parcel Map 36299-1, a subdivision of 127 gross acres for 26 commercial and
residential parcels located south of Newport Road and along Town Center Drive.
10.9. Survey Monument Bond Release for Tract Map 30812, Boulder Estates by
Menifee-La Piedra Road 29, LLC
RECOMMENDED ACTION
Approve the release of the Subdivision Monument Bond for Tract 30812, an 18.64
gross acres of land subdivided into 69 residential lots located north of La Piedra Road
and east of Murrieta Road.
10.10. 2019/2020 CalRecycle Beverage Container Recycling Grant
RECOMMENDED ACTION
1. Accept the Fiscal Year 2019/20 CalRecycle Beverage Container Recycling
City/County Program payment in the amount of $23,125 and authorize staff to
administer the program; and
2. Authorize an increase in revenue and appropriation of expenditures in the
amount of $23,125 to a project account as assigned by the Finance Department;
and
3. Authorize the City Manager, or his designee, to execute all necessary documents
Menifee Mayor and City Council
Regular Meeting Agenda
Wednesday, August 19, 2020
Page 4 of 6
to implement this project/program.
10.11. Fiscal Year 2020-2021 Capital Improvement Program Budget Increase
RECOMMENDED ACTION
Adopt a Resolution to appropriate $170,000 from Fund 320 Capital Projects available
fund balance as directed in the Fiscal Impact section of this staff report.
10.12. Sports Court Resurfacing, CIP No. CS042
RECOMMENDED ACTION
Approve the purchase and installation of sports court resurfacing (CIP No. CS042) at
Audie Murphy Ranch Sports Park and Spirit Park in the amount of $69,018.07.
10.13. Park Shade Structures, CIP No. CS047
RECOMMENDED ACTION
Approve the purchase of the shade structures (CIP No. CS047) for the Audie Murphy
Sports Park, Spirit Park, Silver Star Park and Centennial Park in the amount of
$302,867.48.
10.14. Limited-Duration Criminal Investigator Agreement
RECOMMENDED ACTION
1. Adopt the classification and salary schedule for the Limited-Duration Criminal
Investigator position in the police department; and
2. Authorize the City Manager to enter into employment agreements with qualified
candidates as needed.
10.15. Menifee Police Department Employment Agreement for Dave Brown
RECOMMENDED ACTION
1. Adopt the classification and salary schedule for the Limited-Duration Director of
Public Safety position in the police department; and
2. Authorize the City Manager to extend the employment agreement with David
Brown pursuant to Government Code Sections 7522.56 and 21224 to provide
specialized services to the Police Department for a limited duration until December
31, 2020.
10.16. Before-N-After Donation
RECOMMENDED ACTION
Adopt a Resolution amending the Fiscal Year 2020/21 operating budget allocating
$2,500 of donated funds.
ITEMS PULLED FROM CONSENT
11. PUBLIC HEARING ITEMS
11.1. Appeal No. PLN20-0159—Appeal of the Approval; And, Appeal PLN20-0169—
Appeal of the Approval; And, Appeal No. PLN 20-0199—Appeal of the Indemnity
Menifee Mayor and City Council
Regular Meeting Agenda
Wednesday, August 19, 2020
Page 5 of 6
Condition of Approval of “Haun and Holland Mixed Use Center” Tentative Parcel
Map No. 37121 (Planning Application No. 2016-135)
RECOMMENDED ACTION
Continue Public Hearing to September 2, 2020.
12. DISCUSSION ITEMS
12.1. Refinancing of the California Communities Transportation Revenue (Installment
Sale) Certificates of Participation, Series 2012A (TRIP – Total Road
Improvement Program)
RECOMMENDED ACTION
Approve a Resolution approving the execution and delivery of California Statewide
Communities Development Authority Transportation Revenue (Installment Sale)
Certificates of Participation, Series 2020 (T.R.I.P. – Total Road Improvement
Program) pursuant to a First Supplemental to Trust Agreement to prepay and refund
the City’s 2012 Installment Sale Agreement and related Certificates of Participation,
authorizing the execution and delivery of a First Supplemental to 2012 Installment
Sale Agreement, a First Supplemental to Trust Agreement, a Program Trust
Agreement, Certificate Purchase Agreement and an Escrow Agreement, authorizing
the distribution of an official statement in connection with the offering and sale of such
certificates, and authorizing other matters relating thereto.
12.2. Multi-Agency Memorandum of Understanding
RECOMMENDED ACTION
1. Discuss the formation of a Memorandum of Understanding (MOU) with
neighboring agencies with regard to grants; and
2. Provide direction to staff regarding the MOU content.
13. CITY ATTORNEY REPORTS
14. CITY MANAGER REPORTS
Introduction of Public Information Officer (PIO)
15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS
• Discuss strategy to address phase-out of illegal uses (Liesemeyer, July 18, 2018)
Target Date: TBD
• Discuss Outstanding Citizen of the Month Policy (Sobek, February 20, 2019)
Target Date: September 2020
• Central Park Improvements/Connectivity to Shopping, Residential (Liesemeyer,
August 7, 2019)
Target Date: TBD
• Discuss Options to Assist with Absence of School Buses (Liesemeyer, August 21,
2019)
Target Date: TBD
• Discuss Code Enforcement Action on Old Smart and Final Location (Liesemeyer,
September 18, 2019)
Target Date: TBD
Menifee Mayor and City Council
Regular Meeting Agenda
Wednesday, August 19, 2020
Page 6 of 6
• Discuss Veteran Street Name Program (Sobek, October 2, 2019)
Target Date: TBD
• Workshop to discuss residential uses in EDC (Zimmerman, December 18, 2019)
Target Date: TBD
• Off-Site Signage Options (Liesemeyer, January 15, 2020)
Target Date: September 2020
• WRCOG presentation on Community Choice Aggregation (Liesemeyer, February 5,
2020)
Target Date: TBD
• Review and Revisions to Committee Resolutions (Liesemeyer, February 5, 2020)
Target Date: November 2020
• Post Pandemic Report and Update on New Technology Implementations (Deines,
April 15, 2020)
Target Date: TBD
• Discussion to Open DIF and Assess Park Allocations (Liesemeyer, June 17, 2020)
Target Date: TBD
• Domestic Violence and Drug Abuse PSA (Sobek, July 15, 2020)
Target Date: TBD
• Alarm Ordinance (Zimmerman, August 5, 2020)
Target Date: TBD
• Keeping California Safe (Sobek, August 5, 2020)
Target Date: TBD
16. ADJOURN
Decorum Policy Notes
You may submit comments on any agenda item by emailing
requests to publiccomments@cityofmenifee.us prior to the item being heard.
The Council anticipates and encourages public participation at its Council
meeting, both on agenda items and during the public comments period.
While we encourage participation, we ask there be a mutual respect for the
proceedings.
Staff Reports
Materials related to an item on this agenda, including those submitted to the
City Council after distribution of the agenda packet, are available for public
inspection by contacting Sarah Manwaring, City Clerk, at (951) 672-
6777 during normal business hours.
Compliance with the Americans with Disabilities Act
If you need special assistance to participate in this meeting, you should
contact Sarah Manwaring, City Clerk at (951) 672-6777. Notification 72
hours prior to the meeting will enable the City to make reasonable
arrangements to assure accessibility to this meeting.
Virtual Meeting Menifee City Council
Via Ring Central Regular Meeting Minutes
Menifee, CA 92586
Wednesday, August 5, 2020
4:30 PM Closed Session
6:00 PM Regular Meeting
Bill Zimmerman, Mayor
Greg August, District 1
Matthew Liesemeyer, District 2 Armando G. Villa, City Manager
Lesa Sobek, District 3 Jeffrey T. Melching, City Attorney
Dean Deines, District 4 Sarah A. Manwaring, City Clerk
MINUTES
CLOSED SESSION (4:30 P.M.)
Mayor Zimmerman called the meeting to order at 4:30 P.M. Present were Councilmembers
August, Deines, Sobek, Mayor Pro Tem Liesemeyer and Mayor Zimmerman. Mayor Zimmerman
recessed to Closed Session for the reasons listed below at 4:30 P.M.
1. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Initiation of litigation pursuant to Government Code paragraph (4) of subdivision (d)
of Section 54956.9
2 potential cases
2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Significant Exposure to litigation pursuant to Government Code paragraph (2) or (3) of
subdivision (b) of Section 54956.9
3 potential cases
3. CONFERENCE WITH LEGAL COUNSEL - EXISTING
LITIGATION Government Code Paragraph (1) of subdivision
(d) of Section 54956.9 Southwest Regional Council of
Carpenters v. City of Menifee et al Riverside County
Superior Court Case No. RIC2002703
4. CONFERENCE WITH LEGAL COUNSEL - EXISTING
LITIGATION Government Code Paragraph (1) of subdivision
(d) of Section 54956.9 Southwest Regional Council of
Carpenters v. City of Menifee et al Riverside County
Superior Court Case No. RIC2002072
5. CONFERENCE WITH LEGAL COUNSEL - EXISTING
LITIGATION Government Code Paragraph (1) of subdivision
(d) of Section 54956.9 Southwest Regional Council of
Carpenters v. City of Menifee et al Riverside County
Superior Court Case No. RIC2002451
REGULAR MEETING (6:00 P.M)
1. CALL TO ORDER
Mayor Zimmerman called the meeting to order at 6:01 P.M. City Attorney Jeffrey
Melching stated there was no reportable action from Closed Session.
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Wednesday, August 5, 2020
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2. ROLL CALL
Attendee Name Title Status
Bill Zimmerman Mayor Present
Greg August District 1 Present
Lesa Sobek District 3 Present
Matt Liesemeyer District 2 Present
Dean Deines District 4 Present
3. WORDS OF INSPIRATION
Pastor Gregory Perkins, The View Church
4. PLEDGE OF ALLEGIANCE
Councilmember Sobek led the flag salute.
5. PRESENTATIONS
5.1. Menifee Police Department Update
Menifee Police Chief Pat Walsh provided a presentation and reported on the
Police Department's first month of service. Chief Walsh reported on the number
and types of crimes, arrests, officer proactivity, citations, and alarm calls.
The City Council asked questions regarding the substation in Menifee, crime
watch, Cherry Hills Plaza arrests, calls for service, traffic officers, COVID-19 in
the department, and dispatch call volume.
The City Council stated their appreciation for the Chief and the Department.
6. AGENDA APPROVAL OR MODIFICATIONS
The agenda was approved unanimously (5-0) with no modifications.
7. PUBLIC COMMENTS (NON-AGENDA ITEMS)
City Clerk Sarah Manwaring read public comments submitted by the following:
Don Slater
Marc You
Ms. Miller
Adrian LaMothe
8. COUNCILMEMBER UPDATES AND COMMENTS
Councilmember Sobek reported on the meetings and events she attended.
Regional Conservation Authority (RCA) Executive Committee Meeting
Finance Committee Meeting
Interfaith Council Meeting
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Councilmember Deines reported on the meetings and events he attended.
Finance Committee Meeting
Video Conference Call with Dr. Chaudhri with KCP Global Health Care Center
Mayor Pro Tem Liesemeyer reported on the meeting he attended.
Western Riverside Council of Governments (WRCOG) Meeting
Mayor Zimmerman reported on the meetings and events attended.
Visit to Wickard Farms
Menifee Chamber of Commerce Board Meeting
Rotary Club Meetings
Western Riverside County Projects and Programs Committee
Interfaith Council Meeting
9. APPROVAL OF MINUTES
The following minutes were approved unanimously (5-0) with no modifications.
9.1. Approval of Minutes of June 17, 2020
9.2. Approval of Minutes of July 1, 2020
9.3. Approval of Minutes of July 8, 2020
9.4. Approval of Minutes of July 15, 2020
10. CONSENT CALENDAR
City Clerk Sarah Manwaring read public comments regarding Item No. 10.4, Fiscal Year
2020/ 2021 Homeless Outreach Services Agreement from the following.
Ricky Estrada
Adrian LaMothe
Mayor Pro Tem Liesemeyer recused himself from Item No. 10.7 because the company
he works for is involved with the property related to the item.
The Consent Calendar was approved by the following vote.
RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Lesa Sobek
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
RECUSED: Liesemeyer (Item No. 10.7)
10.1. Waiver of Reading in Full of Any and all Ordinances Listed on this Agenda and
Provide that they be read by Title Only
10.2. Warrant Register
ACTION
Ratified and approved the Voucher Lists dated 7/2/2020 and 7/17/2020 and the
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Payroll Register/Other EFT’s dated 7/2/2020, 7/3/2020, 7/8/2020 and 7/10/2020
which have a total budgetary impact of $6,468,258.50.
10.3. Treasurer's Report, June 2020
ACTION
Approved the Treasurer’s Report for June 2020.
10.4. FY 2020/21 Homeless Outreach Services Agreement
ACTION
1. Authorized the City Manager to execute the Fiscal Year 2020/21 Homeless
Outreach Services Agreement with Social Work Action Group (SWAG) in the
amount of $58,032 from August 15, 2020 to February 15, 2021; and
2. Authorized the City Manager or designee to extend contract to June 30, 2021 for
an additional amount not-to-exceed $43,524 dependent upon satisfactory
performance and service needs of the City.
10.5. Agreement with Hardy & Harper, Inc., for the Construction of the Murrieta Road
Resurfacing Project (McCall Boulevard to Salt Creek), CIP 21-01
ACTION
1. Awarded bid and authorized the City Manager to execute Owner-Contractor
agreement with Hardy and Harper, Inc. for the Murrieta Road Street Resurfacing
Phase 1 Project, CIP 21-01 in the amount of $1,195,000; and
2. Authorized the City Manager to execute change orders(s) for unanticipated
expenditures required to execute the construction of the project, in the amount
not-to-exceed 10% of the contract amount or $119,500; and
3. Authorized the transfer of $111,191 from Fund 105-4555-58011 FY20-21
Pavement Management Program to Fund 105-4555-58099 for the Murrieta Road
Street Resurfacing Phase 1 Project, CIP 21-01; and
4. Authorized the City Manager to execute a Reimbursement Agreement with
Eastern Municipal Water District (EMWD) for the adjustment of EMWD utility
manholes and water valve cans impacted by the Murrieta Road Street Resurfacing
Phase 1 Project, CIP 21-01 in the amount of $26,950 or $1,025 per manhole and
$105 per valve can adjustment; and
5. Authorized the City Manager to execute a Reimbursement Agreement with
Frontier Communications for the adjustment of Frontier utility manholes impacted
by the Murrieta Road Street Resurfacing Phase 1 Project, CIP 21-01 in the amount
of $10,025 or $1,025 per manhole.
10.6. CIP 19-18 Police Headquarters - Perimeter Security Wall Project - Phase 1
ACTION
1. Authorized the Director of Public Works/City Engineer to advertise a Notice Inviting
Bids for CIP 19-18 Police Headquarters - Security Wall; and
2. Authorized the City Manager to execute all necessary documents and agreements
for the construction and inspection of the project, including but not limited to,
Owner-Contractor Agreement for construction of the project and a project
contingency of up to 10% of the awarded Owner-Contractor Agreement for any
necessary change order work necessary for completion of the project.
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Wednesday, August 5, 2020
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10.7. Final Map for Parcel Map 37786, Menifee Lakes Centre by Menifee Auto Care,
LLC
ACTION
Approved and Authorized the Filing of Parcel Map 37786, Menifee Lakes Centre,
located at the northeast corner of Menifee Road and Newport Road, by Menifee Auto
Care, LLC.
11. PUBLIC HEARING ITEMS
11.1. Community Facilities District No. 2020-1 (McCall Mesa) Formation Public
Hearing
Deputy City Manager Rochelle Clayton provided a presentation on the item. Ms.
Clayton reported on the Community Facility District 2020-1 for McCall Mesa by
Lennar Homes. She reviewed the history of the item; location; the estimated
costs of facilities; the project description; fiscal impact; and the recommended
action.
Mayor Zimmerman inquired about the Joint Community Facilities Agreements
(JCFA) with Eastern Municipal Water District and the Romoland School District.
Ms. Clayton explained the process of the agreements and why they were
needed.
Mayor Zimmerman opened the Public Hearing at 6:51 P.M. City Clerk Sarah
Manwaring stated the public hearing was legally noticed and no prior
correspondence was received.
Ms. Manwaring read a public comment submitted by Ms. Miller, who spoke in
opposition of the item.
Mayor Zimmerman closed the public hearing at 6:54 P.M.
City Attorney Jeffrey Melching read the Ordinance by title.
ACTION
1. Adopted Resolution No. 20-941, establishing Community Facilities District
No. 2020-1 (McCall Mesa) of the City of Menifee (“CFD No. 2020-1” or
“CFD”).
RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Lesa Sobek
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
2. Adopted Resolution No. 20-942, determining the necessity to incur bonded
indebtedness for Community Facilities District No. 2020-1 of the City of Menifee.
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RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Lesa Sobek
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
3. Adopted Resolution No. 20-943, certifying the election results for Community
Facilities District No. 2020-1 of the City of Menifee.
RESULT: Adopted [Unanimous]
MOVER: Lesa Sobek
SECONDER: Matt Liesemeyer
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
4. Introduced an Ordinance authorizing the levy of special taxes within Community
Facilities District No. 2020-1 of the City of Menifee.
RESULT: Adopted [Unanimous]
MOVER: Matt Liesemeyer
SECONDER: Dean Deines
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
5. Approved a Joint Community Facilities Agreement with Eastern Municipal Water
District and Romoland School District.
RESULT: Adopted [Unanimous]
MOVER: Lesa Sobek
SECONDER: Dean Deines
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
11.2. Community Facilities District No. 2020-2 (Del Oro) Formation Public Hearing
Deputy City Manager Rochelle Clayton provided a presentation and reported on
the history of the item, location, estimated cost of facilities, project description,
fiscal impact, and recommended action.
Mayor Zimmerman opened the Public Hearing at 7:02 P.M. City Clerk Sarah
Manwaring stated the public hearing was legally noticed and no prior
correspondence was received.
Ms. Manwaring read a public comment submitted by Ms. Miller, who spoke in
opposition of the item.
Mayor Zimmerman closed the public hearing at 7:07 P.M.
Ms. Manwaring read the Ordinance by title.
ACTION
1. Adopted Resolution No. 20-944, establishing Community Facilities District No.
2020-2 (Del Oro) of the City of Menifee (“CFD No. 2020-2” or “CFD)
RESULT: Adopted [Unanimous]
MOVER: Lesa Sobek
SECONDER: Dean Deines
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
2. Adopted Resolution No. 20-945, determining the necessity to incur bonded
indebtedness for Community Facilities District No. 2020-2 of the City of
Menifee.
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RESULT: Adopted [Unanimous]
MOVER: Greg August
SECONDER: Matt Liesemeyer
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
3. Adopted Resolution No. 20-946, certifying election results for Community
Facilities District No. 2020-2 of the City of Menifee.
RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Lesa Sobek
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
4. Introduced an Ordinance authorizing the levy of special taxes within
Community Facilities District No. 2020-2 of the City of Menifee.
RESULT: Adopted [Unanimous]
MOVER: Lesa Sobek
SECONDER: Matt Liesemeyer
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
5. Approved a Joint Community Facilities Agreement with Eastern Municipal
Water District.
RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Bill Zimmerman
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
11.3. CFD 2017-1 Annexation No. 5, Tentative Tract Map 36852, Del Oro by Strata
Holland, LLC
Deputy City Manager Rochelle Clayton provided a presentation and reported on
the Community Facilities District (CFD), fiscal impact and recommended action.
Mayor Zimmerman opened the public hearing at 7:11 P.M. City Clerk Sarah
Manwaring stated the public hearing was legally noticed and no prior
correspondence was received.
Ms. Manwaring read a public comment submitted by Ricky Estrada, who spoke in
opposition of the item.
Ms. Manwaring stated there are no persons registered to vote in the territory of
the district, per the Riverside County Registrar of Voters. The City Clerk
confirmed that the owners of the taxable property in the district have consented
to holding the special election, the ballot was received, and it was a yes vote.
Mayor Zimmerman closed the public hearing at 7:13 P.M.
Ms. Manwaring read the Ordinance by title.
ACTION
1. Adopted Resolution No. 20-947, calling an election to levy a special tax
within the area proposed to be annexed to CFD 2017-1, Annexation No. 5.
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RESULT: Adopted [Unanimous]
MOVER: Matt Liesemeyer
SECONDER: Dean Deines
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
2. Adopted Resolution No. 20-948, declaring election results of the special
election for CFD No. 2017-1, Annexation No. 5.
RESULT: Adopted [Unanimous]
MOVER: Dean Deines
SECONDER: Lesa Sobek
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
3. Introduced an Ordinance amending Ordinance 2017-231 and levying and
apportioning the special tax in CFD No. 2017-1.
RESULT: Adopted [Unanimous]
MOVER: Matt Liesemeyer
SECONDER: Dean Deines
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
11.4. Wheatfield Cell Tower Reconsideration
City Manager Armando Villa introduced the item and City Attorney Jeffrey
Melching to present the item. Mr. Melching reported on the project location,
project description, Conditional Use Permit (CUP) background, lawsuit and
remand, AT&T legal claims, findings and recommendations. Mr. Melching also
stated the City Council was provided five comment letters, four in opposition of
the cell tower and one in favor, which were included in the staff report.
The City Council asked questions of staff regarding the ability for the public to
appeal to Valley-Wide, their position to generate revenue, and staff’s
communication with Valley-Wide.
Mayor Zimmerman opened the public hearing at 7:34 P.M. City Clerk Sarah
Manwaring stated the public hearing was legally noticed and no correspondence
was received. Ms. Manwaring read public comments submitted by the following.
Ms. Miller spoke in opposition of the project
Mark You inquired about litigation costs
Andrew Hollihan spoke in favor of the project
Mr. Melching commented on the estimated legal fees and stated the City was not
aware of any 5G facilities within the City.
Mayor Zimmerman closed the public hearing at 7:42 P.M.
Councilmember August stated that he had originally opposed the cell tower and
due to the recent information provided by the City Attorney he commented that
he would be voting yes on the proposed Resolution. He also commented on the
need for the City to gain control of the parks.
The City Council commented that although they were opposed to the project,
there were legal restraints placed on the City and they were sympathetic to the
residents of Menifee who also oppose the project.
9.1
Packet Pg. 14 Minutes Acceptance: Minutes of Aug 5, 2020 6:00 PM (APPROVAL OF MINUTES)
Menifee Mayor and City Council
Regular Meeting Minutes
Wednesday, August 5, 2020
Page 9 of 10
ACTION
Adopt Resolution No. 20-949, on remand from the United States District Court,
approving Conditional Use Permit No. 2018-078 subject to the Conditions of
Approval.
RESULT: Adopted [Unanimous]
MOVER: Greg August
SECONDER: Matt Liesemeyer
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
12. DISCUSSION ITEMS
12.1. City of Menifee Legislative Platform
City Manager Armando Villa introduced the item and City Clerk Sarah
Manwaring. Ms. Manwaring provided a presentation and reported on the
background, purpose of a platform, formation, legislative categories, and policy
procedures.
The City Council discussed the legislative platform and provided their
recommendations and amendments.
ACTION
Approved the Legislative Program, with stated amendments, consisting of the
Legislative Platform and City Policy.
RESULT: Adopted [Unanimous]
MOVER: Greg August
SECONDER: Matt Liesemeyer
AYES: Zimmerman, August, Sobek, Liesemeyer, Deines
13. CITY ATTORNEY REPORTS
None.
14. CITY MANAGER REPORTS
None.
15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS
Mayor Zimmerman requested a future discussion item regarding an alarm ordinance.
Mayor Pro Tem Liesemeyer seconded the request.
Councilmember Sobek requested a future discussion item regarding Keeping California
Safe. Mayor Pro Tem Liesemeyer seconded the request.
16. ADJOURN
Mayor Zimmerman adjourned the meeting at 8:22 P.M.
9.1
Packet Pg. 15 Minutes Acceptance: Minutes of Aug 5, 2020 6:00 PM (APPROVAL OF MINUTES)
Menifee Mayor and City Council
Regular Meeting Minutes
Wednesday, August 5, 2020
Page 10 of 10
________________________
Sarah A. Manwaring, MMC
City Clerk
9.1
Packet Pg. 16 Minutes Acceptance: Minutes of Aug 5, 2020 6:00 PM (APPROVAL OF MINUTES)
CITY OF MENIFEE
SUBJECT: Warrant Register
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Ann-Marie Etienne, Financial Services Manager
REVIEWED BY: Rochelle Clayton, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Ratify and approve the Voucher List dated 7/31/2020 and the Payroll Register/Other EFT’s
dated 7/22/2020, 7/23/2020 and 7/24/2020 which have a total budgetary impact of
$5,015,377.43.
DISCUSSION
The City of Menifee Municipal Code Chapter 3.16.050 requires that the City Council audit
payments of demands and directs the City Manager to issue checks. The attached Voucher List
and all corresponding invoices have been reviewed and approved for accuracy by the Financial
Services Manager and by the Deputy Finance Director. Voucher List dated 7/31/2020 and the
Payroll Register/Other EFT’s dated 7/22/2020, 7/23/2020 and 7/24/2020 have a total budgetary
impact of $5,015,377.43.
FISCAL IMPACT
As indicated above, Voucher List dated 7/31/2020 and the Payroll Register/Other EFT’s dated
7/22/2020, 7/23/2020 and 7/24/2020 have a total budgetary impact of $5,015,377.43, which is
included in the 2019-2020 and 2020-2021 Budgets.
ATTACHMENTS
1. Voucher Listing 7-31-2020
2. Voucher CC Details 7-31-2020
3. Payroll Register 8-19-2020
10.2
Packet Pg. 17
07/29/2020
Voucher List
City of Menifee
1
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
45992 7/31/2020 00748 4IMPRINT, INC.8297183 PROMOTIONAL MATERIALS FOR ECON DEV 987.24
02455 3,035.07PROMOTIONAL MATERIALS FOR ECON DEV8331317
821.62EMPLOYEE APPRECIATION GIVEAWAYS8368101
Total : 4,843.93
45993 7/31/2020 01868 ADORAMA INC 26534162 02485 MENIFEE PD CSI CAMERA PACKAGE 3,240.70
02485 13.71MENIFEE PD CSI CAMERA PACKAGE26600926
Total : 3,254.41
45994 7/31/2020 01786 ALL STAR PRINTING 76503 PRINTING SVCS FOR PD 213.91
217.19PRINTING SVCS FOR PD76591
Total : 431.10
45995 7/31/2020 01438 ALTA LANGUAGE SERVICES, INC IS485619 EMPLOYEE BILINGUAL TEST 363.00
Total : 363.00
45996 7/31/2020 01252 AMAZON CAPITAL SERVICES, INC.17LM-6YDJ-314N CSA 145 SUPPLIES 97.12
164.97COVID-19 SUPPLIES1FJQ-YT13-RLFK
78.99COVID-19 SUPPLIES1GPK-JCV1-T4HF
125.34COMM SVCS SUPPLIES1HWT-VFWJ-H43Q
673.05COVID-19 SUPPLIES1J6P-XYCT-GF3F
293.50COVID-19 SUPPLIES1JM6-RM3F-FKFV
237.08COVID-19 SUPPLIES1KLW-LH44-3MVF
191.40OFFICE SUPPLIES1N9J-G33T-3QQM
358.95COVID-19 SUPPLIES1QLP-VRRF-7CR3
219.96COVID-19 SUPPLIES1QLP-VRRF-973K
13.02COVID-19 SUPPLIES1QYY-G79Y-4TJ9
-93.81COVID-19 SUPPLIES1QYY-G79Y-9FPY
02486 3,323.40COVID-19 SUPPLIES1VMX-VL99-PNNW
1,412.66FY20/21 BUSINESS PRIME MEMBERSHIP FEE1WWR-WQ7Y-6766
68.50OFFICE SUPPLIES1WWW-DMXQ-1N4X
1,695.29COVID-19 SUPPLIES1XNW-7YNP-33JN
289.76OFFICE SUPPLIES1XPR-PN3G-KHJ6
232.63SUPPLIES FOR SWEET TEAM1Y6C-7LRF-DL7F
257.85INDEPENDENCE DAY EVENT SUPPLIES1Y6C-7LRF-X4V6
1,695.29COVID-19 SUPPLIES1YQM-DJWC-3J9Y
1Page:
10.2.a
Packet Pg. 18 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
2
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 11,334.95 45996 7/31/2020 01252 01252 AMAZON CAPITAL SERVICES, INC.
45997 7/31/2020 00123 AMBER MANAGEMENT, LLC AUG'20 AUG'20 PD HEADQUARTERS MONTHLY RENT 28,555.04
37,227.42AUG'20 CITY HALL MONTHLY RENTAUG'20
Total : 65,782.46
45998 7/31/2020 00258 AMERICAN FORENSIC NURSES, INC 73496 JUN'20 PD BLOOD DRAWS 495.00
Total : 495.00
45999 7/31/2020 01898 AMERICAN RAMP COMPANY 6857 02514 AMR SKATE PARK IMPROVEMENTS 12,961.36
Total : 12,961.36
46000 7/31/2020 00507 ANIMAL FRIENDS OF THE VALLEY DEC 2019 02059 DEC'19 ANIMAL FIELD SERVICES 18,848.00
02059 54,333.00FEB, MAR, APR'20 ANIMAL FIELD SERVICESFEB, MAR, APR 2020
02059 15,006.00JAN'20 ANIMAL FIELD SERVICESJAN 2020
02059 20,559.00MAY'20 ANIMAL FIELD SERVICESMAY 2020
Total : 108,746.00
46001 7/31/2020 01762 ANSER ADVISORY, LLC 1120 02299 MAY'20 - CIP 17-05 CONSTRUCTION ENG SVCS 2,274.04
02382 2,332.62MAY'20 CIP 16-07 CITYWIDE TRAFFIC SIGNA1121
Total : 4,606.66
46002 7/31/2020 01293 AXXESS DOOR CORP 3989 LA LADERA / CENTRAL PARK MAINTENANCE 733.13
Total : 733.13
46003 7/31/2020 01165 BEARCOM 5035867 RADIOS FOR INDEPENDENCE DAY EVENT 1,476.78
Total : 1,476.78
46004 7/31/2020 01624 BREAKING THE CHAIN CONSULTING 2020-107 02241 MENIFEE PD STAFF TRAINING 2,000.00
Total : 2,000.00
46005 7/31/2020 01224 CALIFORNIA PROFESSIONAL, ENGINEERING INC.20-2837RET RETENTION RELEASE 42,395.08
Total : 42,395.08
46006 7/31/2020 01374 CIVILPROS COM_5001_202006 01959 JUNE'20 CIP STAFF AUGMENTATION SERVICES 2,270.00
01949 3,570.00FY 2019/20 LAND DEVELOPMENT REVIEW SERVICOM_6001_202003
Total : 5,840.00
2Page:
10.2.a
Packet Pg. 19 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
3
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46007 7/31/2020 01516 CN ENGINEERING, INC 01985-04 01985 MAR'20 LAND DEVELOPMENT RVW SVCS 48,125.00
Total : 48,125.00
46008 7/31/2020 01210 CORKY'S PEST CONTROL 2393970 AMR PEST CONTROL SVCS 75.00
59.00LAZY CREEK PEST CONTROL SVCS2410011
Total : 134.00
46009 7/31/2020 00894 CROSSROADS SOFTWARE INC.6965 02354 CROSSROADS SOFTWARE 31,500.00
Total : 31,500.00
46010 7/31/2020 00881 D.R. BECHTER CONSULTING INC.14-002-313 01957 JUN'20 CONSTRUCTION & STORMWATER INSPECT 5,060.00
Total : 5,060.00
46011 7/31/2020 01489 DE GANGE CONSULTING 18 02071 MAY'20 GIS CONSULTING SVCS 4,200.00
02071 6,500.00JUN'20 GIS CONSULTING SVCS19
Total : 10,700.00
46012 7/31/2020 00453 DENNIS JANDA, INC.14148 02524 MENIFEE PD HEADQUARTERS PROJECT SURVEY S 2,462.50
Total : 2,462.50
46013 7/31/2020 00883 DHS CONSULTING, INC.1608-07 02176 CIP16-08 CONSTRUCTION MGMT SVCS 17,121.00
Total : 17,121.00
46014 7/31/2020 01299 DONALD HOBBS CK REQ 7/23 AUG'20 LEASE FOR POLICE SUBSTATION 2,025.00
Total : 2,025.00
46015 7/31/2020 01810 DOOLEY ENTERPRISES, INC 58191 02495 MENIFEE PD AMMUNITIONS 2,223.96
02494 5,892.85MENIFEE PD AMMUNITIONS58192
Total : 8,116.81
46016 7/31/2020 00841 DUDEK 202003741 01954 MAY'20 ON CALL DEVELOPMENT CONSTRUCTION 20,405.00
01954 10,780.00JUN'20 ON CALL DEVELOPMENT CONSTRUCTION202004625
Total : 31,185.00
46017 7/31/2020 00731 ENTERPRISE FM TRUST FBN3990061 JUL'20 TRUCK LEASES 2,976.59
298.51JUN'20 TRUCK LEASESFBN3990061-1
Total : 3,275.10
3Page:
10.2.a
Packet Pg. 20 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
4
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46018 7/31/2020 01297 ENVIRONMENTAL LOGISTICS, INC 91544-AG 02525 EMERGENCY CLEAN UP 12,136.10
02526 11,820.28EMERGENCY CLEAN UP93428-AG
Total : 23,956.38
46019 7/31/2020 00407 ESGIL, LLC 0066739-IN 02021 FEB'20 BLDG/SFTY PLAN CHECK SVCS 18,396.52
02021 14,599.73MAY'20 BLDG/SFTY PLAN CHECK SVCS0068797-IN
Total : 32,996.25
46020 7/31/2020 00767 FAIR HOUSING COUNCIL CK REQ 7/13 02117 CDBG 2019-2020 PROGRAM - REIMB REQ #12 2,535.34
Total : 2,535.34
46021 7/31/2020 01533 FASTSIGNS TEMECULA 581-98082-1 02376 OFFICE AND CUBICLE NAME PLATES (MENIFEE 1,249.92
314.25MENIFEE POLICE HEADQUARTERS SIGNS581-98089-1
639.06MENIFEE POLICE HEADQUARTERS SIGNS581-98106
Total : 2,203.23
46022 7/31/2020 00723 GOVCONNECTION, INC.70131019 02489 LICENSE RENEWAL ACROBAT PRO 13,404.40
Total : 13,404.40
46023 7/31/2020 00599 HARRIS & ASSOCIATES, INC.44928 01956 APR'20 RECOVERABLE LAND DEV RVW SVCS 2,900.00
01956 393.75APR'20 RECOVERABLE LAND DEV RVW SVCS44929
01956 350.00MAY'20 RECOVERABLE LAND DEV RVW SVCS45277
Total : 3,643.75
46024 7/31/2020 01461 IK CONSULTING, LLC IK-MENIFEE0620 01656 ACCELA CONFIGURATION CONSULTING SERVICES 2,835.00
Total : 2,835.00
46025 7/31/2020 01854 INCLUDEDUCATION CK REQ 7/7 COMM SVCS INSTRUCTOR PAYMENT 100.10
Total : 100.10
46026 7/31/2020 01200 INLAND ELECTRIC INC 5701 CIP16-13 ELECTRICAL WORK FOR P/W MOC 1,475.00
1,497.00CIP16-13 ELECTRICAL WORK FOR P/W MOC5702
995.00CIP16-13 ELECTRICAL WORK FOR P/W MOC5703
1,785.00CIP16-13 ELECTRICAL WORK FOR P/W MOC5704
1,575.00CIP16-13 ELECTRICAL WORK FOR P/W MOC5705
02505 3,227.45MENIFEE PD HQ ELECTRICAL IMPROVEMENTS CI5722
1,494.00ELECTRICAL WORK FOR MENIFEE PD5745
4Page:
10.2.a
Packet Pg. 21 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
5
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 12,048.45 46026 7/31/2020 01200 01200 INLAND ELECTRIC INC
46027 7/31/2020 01437 JPW COMMUNICATIONS, LLC 1770 MARKETING FOR ECON DEV 150.00
Total : 150.00
46028 7/31/2020 00745 K & A ENGINEERING, INC.16097 02190 MAY'20 PROFESSIONAL DESIGN SERVICES FOR 4,005.00
Total : 4,005.00
46029 7/31/2020 01857 KC GRAPHICS 41623 02427 MENIFEE PD CITATION BOOKS 2,590.96
756.91PRINTING SVCS FOR PD41625
1,250.64PRINTING SVCS FOR PD41626
299.06PRINTING SVCS FOR PD41627
277.31PRINTING SVCS FOR PD41628
663.36PRINTING SVCS FOR PD41629
Total : 5,838.24
46030 7/31/2020 00848 KOBATA ASSOCIATES, INC.12 01938 JUN'20 PROF PLANNING SVCS 7,062.50
Total : 7,062.50
46031 7/31/2020 00790 LEIGHTON CONSULTING, INC.40809 02266 MAY'20 PMP 20-02 RESURFACING - MATERIAL 603.00
02468 9,647.30CIP 20-02 ETHANAC & SHERMAN RD RESURFACI40810
Total : 10,250.30
46032 7/31/2020 01567 LOZANO SMITH LLP 2111306 MAY'20 CITY LEGAL SVCS 826.25
6,121.75MAY'20 CITY LEGAL SVCS2111308
Total : 6,948.00
46033 7/31/2020 01856 MASTER LOCK AND KEY 2908 02443 RE-KEYING OF MENIFEE PD 4,470.00
02581 4,135.00RE-KEYING SERVICES FOR POLICE DEPARTMENT2909
Total : 8,605.00
46034 7/31/2020 01483 MELINDA MARIE TERRIAN CK REQ 7/7 COMM SVCS INSTRUCTOR PAYMENT 77.00
Total : 77.00
46035 7/31/2020 01031 MENIFEE VALLEY TAEKWONDO ACADE CK REQ 7/14 COMM SVCS INSTRUCTOR PAYMENT 628.95
Total : 628.95
46036 7/31/2020 00847 MIG/HOGLE IRELAND 0064747 01934 MAY'20 PRO PLNNG SVCS 675.00
5Page:
10.2.a
Packet Pg. 22 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
6
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46036 7/31/2020 (Continued)00847 MIG/HOGLE IRELAND
01934 111.25JUN'20 PRO PLNNG SVCS0065215
Total : 786.25
46037 7/31/2020 01467 PARRON-HALL CORPORATION 32086 02436 CITY HALL FURNITURE 3,840.21
02168 3,262.72CIP 19-18 PD HQ FURNITURE & INSTALLATION32120
Total : 7,102.93
46038 7/31/2020 01351 PINEDA GENERAL CONSTRUCTION, I #11-35 02260 CDBG MINOR HOME REPAIR GRANT PROGRAM 4,117.75
02260 4,387.25CDBG MINOR HOME REPAIR GRANT PROGRAM#11-36
Total : 8,505.00
46039 7/31/2020 01807 PINNACLE TRAINING SYSTEMS 7741 02519 FY 19/20 MENIFEE PD HEALTH AND WELLNESS 21,450.00
Total : 21,450.00
46040 7/31/2020 01212 R.J. NOBLE COMPANY 175372 02512 CIP 19-06 SCOTT & MURRIETA RD TRAFFIC SI 136,562.50
Total : 136,562.50
46041 7/31/2020 01622 RAQUEL CANO CK REQ 7/7 COMM SVCS INSTRUCTOR PAYMENT 140.00
Total : 140.00
46042 7/31/2020 01457 RICK ENGINEERING 19053A(8)02110 MAY'20 PROF SVCS FOR ENG DRAINAGE PLAN 64,972.50
Total : 64,972.50
46043 7/31/2020 00236 RIVERSIDE COUNTY, SHERIFF DEPT-CONTRACTSH0000037587 CONTRACT LAW ENF SVCS BP #12 1,015,977.04
Total : 1,015,977.04
46044 7/31/2020 00242 RIVERSIDE COUNTY, TLMA ADMINISTRATION TL0000015287 01270 APR'20 SCOTT I-215 INTERCHANGE 525,410.56
158.73TRAFFIC SIGNAL INSPECTION SVCSTL0000015310
339.12TRAFFIC SIGNAL INSPECTION SVCSTL0000015311
169.57TRAFFIC SIGNAL INSPECTION SVCSTL0000015314
40.69TRAFFIC SIGNAL INSPECTION SVCSTL0000015361
158.73TRAFFIC SIGNAL INSPECTION SVCSTL0000015363
1,017.38TRAFFIC SIGNAL INSPECTION SVCSTL0000015407
Total : 527,294.78
46045 7/31/2020 00962 RUTAN & TUCKER, LLP 864127 JAN'20 CITY LEGAL SVCS 33,623.04
2,515.50FEB'20 CITY LEGAL SVCS868718
6Page:
10.2.a
Packet Pg. 23 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
7
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 36,138.54 46045 7/31/2020 00962 00962 RUTAN & TUCKER, LLP
46046 7/31/2020 01825 S BROWNE SUPPLY, LLC 03790 02536 MENIFEE PD LEATHER GEAR 2,625.66
Total : 2,625.66
46047 7/31/2020 01838 SAN DIEGO POLICE EQUIPMENT, COMPANY, INC643032 02384 MENIFEE PD BALLISTIC VESTS 11,931.61
02384 1,601.32MENIFEE PD BALLISTIC VESTS643189
02384 7,928.31MENIFEE PD BALLISTIC VESTS643190
4,725.66MENIFEE PD BALLISTIC VESTS643191
02384
02384 1,601.32MENIFEE PD BALLISTIC VESTS643293
02384 800.66MENIFEE PD BALLISTIC VESTS643294
02428 13,582.88MENIFEE PD BALLISTIC SHIELDS643398
Total : 42,171.76
46048 7/31/2020 00596 SATCOM DIRECT COMMUNICATIONS MINV7002157 SATELLITE PHONE RECHARGEBLE BATTERY 85.00
Total : 85.00
46049 7/31/2020 01318 SEARLE CREATIVE GROUP LLC 20216-COVID 02472 FY19/20 ON-CALL OUTREACH SUPPORT SERVICE 2,090.00
02472 4,843.05FY19/20 ON-CALL OUTREACH SUPPORT SERVICE20239-COVID
02221 2,422.50PROFESSIONAL SVCS FOR MEASURE DD NEWSLET20241-DD
Total : 9,355.55
46050 7/31/2020 01490 SKY TECHNOLOGY SOLUTIONS INC 1060 02319 CABLING FOR NORTH ANNEX 11,210.51
Total : 11,210.51
46051 7/31/2020 01236 SPICER CONSULTING GROUP LLC 0599 01958 APR'20 ON-CALL MUNICIPAL FINANCE CONSULT 1,170.00
01932 780.00JUN'20 FISCAL REVIEW/ANALYSIS SVCS0648
Total : 1,950.00
46052 7/31/2020 01680 STARLIGHT SINGERS CK REQ 7/7 COMM SVCS INSTRUCTOR PAYMENT 21.00
Total : 21.00
46053 7/31/2020 01528 STOTZ EQUIPMENT E04249 02465 FIELD EQUIP FOR COMM SVCS 11,626.88
Total : 11,626.88
46054 7/31/2020 01228 SUN LIFE FINANCIAL 935452 - AUG'20 AUG'20 INSURANCE PREMIUMS 24,587.19
2,218.68JUN'20 INSURANCE PREMIUMS935452 - JUN'20 -1
7Page:
10.2.a
Packet Pg. 24 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
8
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 26,805.87 46054 7/31/2020 01228 01228 SUN LIFE FINANCIAL
46055 7/31/2020 01695 SUSAN SAXE-CLIFFORD 20-0623-1 02289 MENIFEE PD PSYCHOLOGICAL EVALUATION SVCS 850.00
Total : 850.00
46056 7/31/2020 00899 T.Y. LIN INTERNATIONAL 102007065 02484 CIP 20-13 PALOMA WASH PEDESTRIAN BRIDGE 17,375.00
Total : 17,375.00
46057 7/31/2020 00741 U.S. BANK CORP. PYMT. SYSTEM **0278 City Credit Card Charges 200.00
1,289.23City Credit Card Charges**0719
396.00City Credit Card Charges**0719
245.49City Credit Card Charges**3597
280.00City Credit Card Charges**3597
195.00City Credit Card Charges**3597
460.83City Credit Card Charges**3597
1,562.42City Credit Card Charges**3597
366.72City Credit Card Charges**3597
271.88City Credit Card Charges**3597
710.92City Credit Card Charges**3597
318.24City Credit Card Charges**3597
423.06City Credit Card Charges**3597
789.36City Credit Card Charges**4266
1,007.04City Credit Card Charges**4266
1,815.97City Credit Card Charges**4266
1,814.83City Credit Card Charges**4266
1,308.86City Credit Card Charges**4266
1,868.84City Credit Card Charges**4266
1,045.00City Credit Card Charges**4266
236.00City Credit Card Charges**4266
200.00City Credit Card Charges**4266
642.87City Credit Card Charges**5047
189.98City Credit Card Charges**5047
532.87City Credit Card Charges**5047
344.09City Credit Card Charges**9261
192.03City Credit Card Charges**9261
267.10City Credit Card Charges**9261
260.84City Credit Card Charges**9261
8Page:
10.2.a
Packet Pg. 25 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
9
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46057 7/31/2020 (Continued)00741 U.S. BANK CORP. PYMT. SYSTEM
227.23City Credit Card Charges**9911
353.33City Credit Card Charges**9911
331.58City Credit Card Charges**9911
369.27City Credit Card Charges**9911
442.90City Credit Card Charges**9911
488.46City Credit Card Charges**9911
2,248.50City Credit Card Charges**9911
Total : 23,696.74
46058 7/31/2020 00741 U.S. BANK CORP. PYMT. SYSTEM **0278 City Credit Card Charges 90.79
0.99City Credit Card Charges**1016
159.00City Credit Card Charges**3480
68.51City Credit Card Charges**3597
110.69City Credit Card Charges**4266
75.00City Credit Card Charges**7121
75.87City Credit Card Charges**9261
99.76City Credit Card Charges**9261
62.60City Credit Card Charges**9911
87.22City Credit Card Charges**9911
99.00City Credit Card Charges**9911
45.00City Credit Card Charges**9911
83.76City Credit Card Charges**9911
32.60City Credit Card Charges**9911
98.40City Credit Card Charges**9962
103.45City Credit Card Charges**9962
Total : 1,292.64
46059 7/31/2020 01448 VILLAGE NEWS, INC 40616 COVID-19 ADVERTISING 1,700.00
Total : 1,700.00
46060 7/31/2020 01285 WEATHERTIGHT ROOFING INC 5847 02565 MINOR HOME REPAIR GRANT PROGRAM 7,944.00
Total : 7,944.00
46061 7/31/2020 01044 ADAM HALL'S NURSERY, INC.09200 SILVER STAR PARK MAINT 566.50
Total : 566.50
9Page:
10.2.a
Packet Pg. 26 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
10
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46062 7/31/2020 00555 ADAME LANDSCAPING, INC.83789 02082 19/20 PARK MAINT SVCS 33,481.70
Total : 33,481.70
46063 7/31/2020 01812 ADAMSON POLICE PRODUCTS INV329681 02520 MENIFEE PD TRAINING EQUIPMENT 5,913.83
02498 3,056.97MENIFEE PD GAS MUNITIONSINV330530
Total : 8,970.80
46064 7/31/2020 01830 AED ONE-STOP SHOP 5512 02351 MENIFEE PD AED'S 9,609.00
Total : 9,609.00
46065 7/31/2020 00191 AFLAC 553264 JUL'20 INSURANCE PREMIUMS 12,386.34
Total : 12,386.34
46066 7/31/2020 00612 ALL AMERICAN ASPHALT #2 02410 CIP 20-02 ETHANAC & SHERMAN RD STREET RE 543,140.66
Total : 543,140.66
46067 7/31/2020 00744 ALLIED TRAFFIC & EQUIP. RENTAL 79331 02521 P/W SIGN MAINTENANCE & REPLACEMENT 3,288.76
02522 2,000.00P/W EQUIPMENT RENTAL79574
Total : 5,288.76
46068 7/31/2020 00058 AMERICAN REPROGRAPHICS CO. LLC 10653559 PRINTING SVCS 307.08
718.88PRINTING SVCS10666321
Total : 1,025.96
46069 7/31/2020 01814 ARROWHEAD FORENSICS 127994 02459 MENIFEE PD CSI EVIDENCE SUPPLIES 635.43
Total : 635.43
46070 7/31/2020 01916 BARRERA, VANESSA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 144.00
Total : 144.00
46071 7/31/2020 01746 BAY AREA DRIVING SCHOOL, INC CK REQ 7/14 COMM SVCS INSTRUCTOR PAYMENT 30.73
Total : 30.73
46072 7/31/2020 01835 BAY CITY ELECTRIC WORKS JC111074 02383 KOHLER GENERATOR FOR MENIFEE PD 96,211.42
Total : 96,211.42
46073 7/31/2020 00259 BIO-TOX LABORATORIES INC 39735 MAY'20 PD BLOOD ALCOHOL ANALYSIS 288.00
1,197.00MAY'20 PD BLOOD ALCOHOL ANALYSIS39736
10Page:
10.2.a
Packet Pg. 27 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
11
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 1,485.00 46073 7/31/2020 00259 00259 BIO-TOX LABORATORIES INC
46074 7/31/2020 01877 BLUE 360 MEDIA, LLC INV-200526150270 MENIFEE PD CODE HANDBOOKS 511.68
Total : 511.68
46075 7/31/2020 01590 BLUEBEAM, INC.1307911 02501 BLUEBEAM MAINTENANCE & SUBSCRIPTION 289.00
02497 3,470.00FY20/21 BLUEBEAM ANNUAL MAINTENANCE & SU1307912
Total : 3,759.00
46076 7/31/2020 01650 CASA CENTER AGAINST SEXUAL, ASSAULT OF SW RIV. COUNTY800 PD ASSAULT FORENSIC EXAM ME20173042 1,200.00
Total : 1,200.00
46077 7/31/2020 01612 CAZCOM, INC 39122 02557 VEHICLE RADIO KITS FOR CSI VEHICLE AND F 15,127.84
Total : 15,127.84
46078 7/31/2020 00325 CITY OF MENIFEE CK REQ 7/21 ADD'L FLEXIBLE SPENDING ACCOUNT DEPOSIT 21,581.72
Total : 21,581.72
46079 7/31/2020 01897 COMPTIA 1045819 02523 COMPTIA ANNUAL JURISDICTION 3,500.00
Total : 3,500.00
46080 7/31/2020 00344 DBX, INC.DBX INC 1 02306 CIP 17-05 CITYWIDE ADA/PEDESTRIAN SAFETY 409,740.70
Total : 409,740.70
46081 7/31/2020 01178 DIRECTV LLC 37609440873 FIRE STATION #7 SATELLITE SVCS JUL'20 110.99
Total : 110.99
46082 7/31/2020 00825 DIV. OF THE STATE ARCHITECT CK REQ 7/13 SB1186 FEES QUARTER ENDING JUNE 20 64.00
Total : 64.00
46083 7/31/2020 01910 DONNOE & ASSOCIATES, INC 8461 RECRUITMENT TESTING - CLERICAL RECEPTION 495.00
Total : 495.00
46084 7/31/2020 00161 EASTERN MUNICIPAL WATER DIST.100351-02 7/8 FIRE STATION #76 WATER SVCS JUN'20 197.76
141.58FIRESTATION #76 WATER SVCS JUN'20101330-02 7/8
33.99FIRE STATION #76 WATER SVCS JUN'20106931-02 7/8
724.99LLMD ZONE 3 WATER SVCS JUN'20217316-03 7/7
1,352.90LLMD ZONE 3 WATER SVCS JUN'20218618-03 7/7
11Page:
10.2.a
Packet Pg. 28 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
12
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46084 7/31/2020 (Continued)00161 EASTERN MUNICIPAL WATER DIST.
772.35LLMD ZONE 3 WATER SVCS JUN'20218620-03 7/7
1,762.99LLMD ZONE 69 WATER JUN'20225995-03 7/7
1,638.61LLMD ZONE 69 WATER SVCS JUN'20225996-03 7/7
1,082.73LLMD ZONE 81 WATER SVCS JUN'20233542-03 7/7
1,068.81AMR ROW WATER SVCS JUN'20236610-02 7/8
637.92AMR ROW WATER SVC JUN'20238693-02 7/7
2,679.51LLMD ZONE 3 WATER SVCS JUN'20239165-02 7/8
2,708.98AMR ROW WATER SVCS JUN'20240232-02 7/7
962.48LLMD ZONE 77 WATER SVC JUN'20240567-02 7/7
1,101.82FIRE STATION #7 WATER SVC JUN'20241469-01 7/7
243.49LLMD ZONE 167 WATER SVCS JUN'20246084-02 7/8
18.81HIDDEN HILLS PARK IRRIGATION SVCS JUN'20247009-02 7/8
1,064.74LLMD ZONE 3 WATER SVCS JUN'2071998-03 7/9
101.33LLMD ZONE 3 WATER SVCS MAY'2079852-03 7/8
157.36LLMD ZONE 3 WATER SVCS JUN'2079852-03 7/8
285.57CSA 33 WATER SVCS JUN'208792-03 7/8
110.88RANCHO RAMONA PARK WATER SVCS JUN'208913-02 7/8
109.89CSA 33 WATER SVCS JUN'208914-03 7/9
5,256.19CSA 145 WATER SVCS JUN'2095843-03 7/7
Total : 24,215.68
46085 7/31/2020 00161 EASTERN MUNICIPAL WATER DIST.CK REQ 7/7 TEMP WATER METER FOR ROAD GRADING 600.00
Total : 600.00
46086 7/31/2020 01850 FARO TECHNOLOGIES, INC 90862173 02400 FARO SOFTWARE FOR FORENSIC SCENES AND SE 1,725.73
Total : 1,725.73
46087 7/31/2020 00024 FEDEX 6-994-38034 APR'20 EXPRESS DELIVERY SVCS 48.50
187.09MAY'20 EXPRESS DELIVERY SVCS7-031-15449
66.22JUN'20 EXPRESS DELIVERY SVCS7-036-38399
Total : 301.81
46088 7/31/2020 00736 FRANCE MEDIA, INC.2020-32689 02179 ECONOMIC DEVELOPMENT ADVERTISING SVCS 2,500.00
Total : 2,500.00
46089 7/31/2020 01142 FRONTIER CALIFORNIA INC.323-159-1679 7/10 SENIOR CENTER FIOS SVCS JUL'20 140.98
12Page:
10.2.a
Packet Pg. 29 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
13
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46089 7/31/2020 (Continued)01142 FRONTIER CALIFORNIA INC.
370.98MENIFEE PD FIOS SVCS JUN'20323-160-9666 6/7
370.98MENIFEE PD FIOS SVCS JUL'20323-160-9666 7/7
130.98FIRESTATION #7 FIOS SVCS JUL'20951-679-0060 7/7
346.60PW YARD FIOS SVCS JUL'20951-679-2323 7/6
Total : 1,360.52
46090 7/31/2020 00278 GALLS, LLC 015855433 PARK RANGER UNIFORMS 163.10
Total : 163.10
46091 7/31/2020 01322 GEOCON WEST INC 72005459 02265 CIP 20-03 MATERIALS TESTING 6,660.50
Total : 6,660.50
46092 7/31/2020 00139 GHA TECHNOLOGIES INC 101039522-CM COMPUTER HARDWARE FOR MENIFEE PD -1,730.76
-2,479.50COMPUTER HARDWARE FOR COVID-19101040625-CM
02529 2,915.37IT DESKTOP REPLACEMENTS AND ACCESSORIES101053380
02412 16,036.25COVID-19 TEMPERATURE SENSING KIOSK101053651
02488 4,023.75PRIVACY SCREENS101054468
1,609.50IT SUPPLIES101054469
02530 5,263.50PD COMPUTER REPLACEMENTS101058783
Total : 25,638.11
46093 7/31/2020 01396 GONZALEZ, GINA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 60.00
Total : 60.00
46094 7/31/2020 00908 GOSCH AUTO GROUP 5139091 PD VEHICLE MAINTENANCE (VEH# 20-40) 1,050.58
Total : 1,050.58
46095 7/31/2020 00921 HD SUPPLY CONSTRUCTION SUPPLY 50013384320 COMM SVCS FACILITY MAINTENANCE 717.76
Total : 717.76
46096 7/31/2020 01918 HERNANDEZ, SUZANNE CK REQ 7/16 REFUND FOR CANCELLED ACTIVITY 40.00
Total : 40.00
46097 7/31/2020 01734 HOME DEPOT CREDIT SERVICES 7141 7/13 SUPPLIES 1,937.81
Total : 1,937.81
46098 7/31/2020 01369 HOWELL, BRYCE CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
13Page:
10.2.a
Packet Pg. 30 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
14
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 90.00 46098 7/31/2020 01369 01369 HOWELL, BRYCE
46099 7/31/2020 01710 HUERTA, IMELDA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 288.00
Total : 288.00
46100 7/31/2020 01043 IMPERIAL SPRINKLER SUPPLY 4150823-00 CFD IRRIGATION SUPPLIES 20.01
32.64CFD IRRIGATION SUPPLIES4151815-00
45.04KC CENTER IRRIGATION SUPPLIES4151962-00
172.60AMR PARK IRRIGATION SUPPLIES4168817-00
54.80SPIRIT PARK IRRIGATION SUPPLIES4168834-00
37.95SPIRIT PARK IRRIGATION SUPPLIES4171400-00
117.66SPIRIT PARK IRRIGATION SUPPLIES4173200-00
130.10AMR PARK IRRIGATION SUPPLIES4174038-00
19.21AMR PARK IRRIGATION SUPPLIES4174946-00
280.68AMR PARK IRRIGATION SUPPLIES4178003-00
54.80SPIRIT PARK IRRIGATION SUPPLIES4190070-00
86.98KC CENTER IRRIGATION SUPPLIES4190793-00
43.33CSA 145 PARK IRRIGATION SUPPLIES4197587-00
5.84AMR PARK IRRIGATION SUPPLIES4212984-00
90.51AMR PARK IRRIGATION SUPPLIES4213469-00
161.62AMR PARK IRRIGATION SUPPLIES4214296-00
38.73AMR PARK IRRIGATION SUPPLIES4216965-00
6.51CFD IRRIGATION SUPPLIES4224595-00
4.54CENTRAL PARK IRRIGATION SUPPLIES4228287-00
210.00AMR PARK IRRIGATION SUPPLIES4229808-00
50.39CFD IRRIGATION SUPPLIES4230143-00
115.09AMR PARK IRRIGATION SUPPLIES4230534-00
5.68CFD IRRIGATION SUPPLIES4230760-00
173.92AMR PARK IRRIGATION SUPPLIES4231774-00
59.67AMR PARK IRRIGATION SUPPLIES4232423-00
64.17AMR PARK IRRIGATION SUPPLIES4233634-00
144.53AMR PARK IRRIGATION SUPPLIES4233847-00
367.32CFD IRRIGATION SUPPLIES4235835-00
116.86SPIRIT PARK IRRIGATION SUPPLIES4236024-00
32.72SPIRIT PARK IRRIGATION SUPPLIES4236294-00
29.43CSA 145 IRRIGATION SUPPLIES4240285-00
143.25AMR PARK IRRIGATION SUPPLIES4240359-00
14Page:
10.2.a
Packet Pg. 31 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
15
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46100 7/31/2020 (Continued)01043 IMPERIAL SPRINKLER SUPPLY
217.39AMR FACILITY MAINTENANCE4240757-00
65.10CSA 145 IRRIGATION SUPPLIES4241182-00
Total : 3,199.07
46101 7/31/2020 01471 INFRASTRUCTURE ENGINEERING, CORPORATION12683 02267 MAY'20 PMP 20-02 LABOR COMPLIANCE SERVIC 1,900.00
Total : 1,900.00
46102 7/31/2020 01063 INLAND BOBCAT, INC P63072 P/W EQUIPMENT MAINTENANCE 1,212.04
Total : 1,212.04
46103 7/31/2020 01090 INTELESYONE 96088 02404 INTELESYS LABOR FOR MOBILITY SERVER 2,499.00
02449 6,357.62MITEL DESK PHONES RESTOCK96091
Total : 8,856.62
46104 7/31/2020 01368 JEMMOTT-WILSON, AISHA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 432.00
Total : 432.00
46105 7/31/2020 00746 JIM ROGERS LOCK & KEY 17731 CSA 145 FACILITY MAINTENANCE 608.39
Total : 608.39
46106 7/31/2020 01331 KOA CORPORATION JB92069X6 02193 MAY'20- CIP 20-04 PROFESSIONAL SVCS 14,631.85
Total : 14,631.85
46107 7/31/2020 00501 KOSMONT COMPANIES 2001.7-004 02242 PROF SVCS FOR HOTEL MARKET & SITE ANALYS 1,903.20
Total : 1,903.20
46108 7/31/2020 01570 KTU+A 32134 01971 MAY'20 CITY OF MENIFEE ACTIVE TRANSPORTA 11,192.50
Total : 11,192.50
46109 7/31/2020 00128 LOWES 6081 7/2 SUPPLIES 9,974.61
Total : 9,974.61
46110 7/31/2020 01245 MDG ASSOCIATES, INC.14362 02177 APR'20 CDBG TECHNICAL SUPPORT SERVICES 702.50
Total : 702.50
46111 7/31/2020 01563 MERCHANTS BUILDING MAINTENANCE 584991 02534 DISINFECTING SERVICES COVID-19 4,480.00
15Page:
10.2.a
Packet Pg. 32 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
16
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 4,480.00 46111 7/31/2020 01563 01563 MERCHANTS BUILDING MAINTENANCE
46112 7/31/2020 00474 KTGY GROUP INC CK REQ 6/8 REFUND DEPOSIT BASED FEE SP2013-039/EA20 36,421.69
Total : 36,421.69
46113 7/31/2020 00474 SUMMIT EQUIPMENT RENTALS CK REQ 7/2 REFUND OF MSHCP FEES 15,898.77
Total : 15,898.77
46114 7/31/2020 00474 KB HOMES COASTAL INC CK REQ 6/17 REFUND SECURITY DEPOSIT PMT15-03488 10,000.00
Total : 10,000.00
46115 7/31/2020 00474 PREMIER POOLS & SPAS CK REQ 7/8 REFUND BLDG PERMIT PMT20-02405 489.88
Total : 489.88
46116 7/31/2020 00474 VELOTERA SERVICES INC CK REQ 5/19 REFUND DEPOSIT BASED FEE 2015-110 446.61
Total : 446.61
46117 7/31/2020 00474 JAMIE RYCIAK CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 360.00
Total : 360.00
46118 7/31/2020 00474 SANDY GARCIA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 360.00
Total : 360.00
46119 7/31/2020 00474 COURTNEY GREGG CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 300.00
Total : 300.00
46120 7/31/2020 00474 RACHEL RODRIGUEZ CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 270.00
Total : 270.00
46121 7/31/2020 00474 BRITTANY CARDON CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 240.00
Total : 240.00
46122 7/31/2020 00474 KELCIE SCOTT CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 210.00
Total : 210.00
46123 7/31/2020 00474 RELIANT LAND SERVICES, INC CK REQ 5/19 REFUND DEPOSIT BASED FEE 2014-077 160.54
Total : 160.54
46124 7/31/2020 00474 STEPHANIE BREEZE CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 150.00
16Page:
10.2.a
Packet Pg. 33 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
17
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 150.00 46124 7/31/2020 00474 00474 STEPHANIE BREEZE
46125 7/31/2020 00474 LISA MARIELLA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 144.00
Total : 144.00
46126 7/31/2020 00474 NICOLE TAVAREZ CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 144.00
Total : 144.00
46127 7/31/2020 00474 ADRIANA PEREZ CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 120.00
Total : 120.00
46128 7/31/2020 00474 AMANDA ROBE CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 120.00
Total : 120.00
46129 7/31/2020 00474 TIFFANY MACDONALD CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 108.00
Total : 108.00
46130 7/31/2020 00474 ELENA PEREZ CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
Total : 90.00
46131 7/31/2020 00474 JANELL PHILLIPS CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
Total : 90.00
46132 7/31/2020 00474 KRISTA STITT CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
Total : 90.00
46133 7/31/2020 00474 KRISTINA SANCHEZ CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
Total : 90.00
46134 7/31/2020 00474 MELINDA DAHLSTEN CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 90.00
Total : 90.00
46135 7/31/2020 00474 LORI LOOMIS CK REQ 7/1 REFUND FOR CANCELLED ACTIVITY 70.00
Total : 70.00
46136 7/31/2020 00474 TIFFANY BRIESKE CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 60.00
Total : 60.00
46137 7/31/2020 00474 TAMARA RIDER CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 60.00
17Page:
10.2.a
Packet Pg. 34 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
18
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 60.00 46137 7/31/2020 00474 00474 TAMARA RIDER
46138 7/31/2020 00474 BRIDGET GREELEY CK REQ 7/20 REFUND FOR CANCELLED ACTIVITY 60.00
Total : 60.00
46139 7/31/2020 00474 EVIE WOOLEVER CK REQ 7/16 REFUND FOR CANCELLED ACTIVITY 48.00
Total : 48.00
46140 7/31/2020 00474 NYESHA ZOMALT CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 30.00
Total : 30.00
46141 7/31/2020 00474 TERRY HAGA CK REQ 7/17 REFUND FOR CANCELLED ACTIVITY 30.00
Total : 30.00
46142 7/31/2020 01473 MISS APRIL'S DANCE CK REQ 7/7 COMM SVCS INSTRUCTOR PAYMENT 148.80
Total : 148.80
46143 7/31/2020 01605 MOBILE MODULAR MANAGEMENT CORP 300266326 MOBILE MODULAR RENTAL 102.44
Total : 102.44
46144 7/31/2020 01058 MONOPRICE INC.20389043 WORKSTATION FOR CITY MANAGER'S OFFICE 336.41
Total : 336.41
46145 7/31/2020 01805 MYSTAIRE INC.0010514-IN 02368 MENIFEE PD SECURE DRY FORENSIC DRYING CA 13,162.00
Total : 13,162.00
46146 7/31/2020 01558 OCCUPATION HEALTH CENTERS, OF CALIFORNIA67851045 02513 PRE-EMPLOYMENT TESTING SVCS 20,633.50
57.50PRE-EMPLOYMENT TESTING SVCS68203376
1,493.00PRE-EMPLOYMENT TESTING SVCS68265705
Total : 22,184.00
46147 7/31/2020 00038 PARSAC 21-108 20/21 ANNUAL COMMERCIAL CRIME BOND RENEW 2,126.00
891.00FY 20/21 ANNUAL POLLUTION PROGRAM21-142
Total : 3,017.00
46148 7/31/2020 00373 PITNEY BOWES GLOBAL FIN. SERV.3104020334 QTRLY POSTAGE MACHINE LEASE 1,309.11
Total : 1,309.11
18Page:
10.2.a
Packet Pg. 35 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
19
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46149 7/31/2020 00607 PREMIER PARTY & TENT RENTALS 41772 TENT RENTAL FOR POLICE SWEARING IN CEREM 1,378.59
Total : 1,378.59
46150 7/31/2020 00040 PRESS ENTERPRISE 0011384700 LEGAL ADVERTISING SVCS 396.00
1,864.80LEGAL ADVERTISING SVCS0011390912
1,864.80LEGAL ADVERTISING SVCS0011390913
765.60LEGAL ADVERTISING SVCS0011391871
Total : 4,891.20
46151 7/31/2020 01739 PROFORCE LAW ENFORCEMENT 414680 02464 MENIFEE PD WEAPONS PURCHASE 1,215.50
Total : 1,215.50
46152 7/31/2020 01065 PRUDENTIAL OVERALL SUPPLY 23009675 COMM SVCS UNIFORM LAUNDRY SVCS 45.87
45.87COMM SVCS UNIFORM LAUNDRY SVCS23013186
45.87COMM SVCS UNIFORM LAUNDRY SVCS23016419
45.87COMM SVCS UNIFORM LAUNDRY SVCS23020064
Total : 183.48
46153 7/31/2020 00295 PYRO SPECTACULARS INC 57192 02303 INDEPENDENCE DAY FIREWORKS SHOW 21,250.00
Total : 21,250.00
46154 7/31/2020 01840 QUIET TERRAIN LLC 000004 02595 MORAL INJURY TRAINING 4,067.25
Total : 4,067.25
46155 7/31/2020 00006 R&R BUSINESS SOLUTIONS 8456 PRINTING SVCS 288.73
128.33PRINTING SVCS8462
89.37PRINTING SVCS8465
705.56PRINTING SVCS8467
1,630.48PRINTING SVCS8468
Total : 2,842.47
46156 7/31/2020 00013 READYREFRESH 00G0036688976 CITY HALL BOTTLE WATER SUPPLY 249.45
680.08CITY HALL BOTTLE WATER SUPPLY10G0029762325
Total : 929.53
46157 7/31/2020 00927 ROAD WORKS INC.19H335SC-2 02049 FY 19/20 ON CALL ASPHALT CRACK SEAL SERV 15,105.00
02049 11,305.00FY 19/20 ON CALL ASPHALT CRACK SEAL SERV19H335SC-3
19Page:
10.2.a
Packet Pg. 36 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
20
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 26,410.00 46157 7/31/2020 00927 00927 ROAD WORKS INC.
46158 7/31/2020 00979 SAN BERNARDINO COUNTY, SHERIFF DEPARTMENT19756 02227 MENIFEE PD POLYGRAPH SVCS 188.00
Total : 188.00
46159 7/31/2020 01909 SECURITY PRO USA 165331 PD SMALL TOOLS & FIELD EQUIPMENT 1,764.56
Total : 1,764.56
46160 7/31/2020 01903 SIGHT LINES INTERPRETING 1001 SIGN INTERPRETING SERVICES FOR COVID-19 100.00
Total : 100.00
46161 7/31/2020 01874 SIRCHIE 0450092-IN PD MATERIALS & SUPPLIES 615.10
Total : 615.10
46162 7/31/2020 01907 SONRISA ENTERPRISES INC, DBA REVGEAR SPORTS CO.361946A PD MATERIALS & SUPPLIES 464.84
Total : 464.84
46163 7/31/2020 00046 SOUTHERN CALIFORNIA EDISON 2-30-857-8947 7/18 POLICE HEADQUARTERS ELECTRICAL SVCS JUN' 4,425.14
68.07MENIFEE RD TC-1 SIGNAL SVC JUN'202-31-923-1015 7/7
306.62NEWPORT RD TC-1 SGNL SVC JUN'202-32-648-0936 7/11
84.81ANTELOPE RD TC-1 SGNL SVC JUN'202-33-675-0278 7/15
130.76BRIGGS RD SGNL SVCS JUN'202-35-870-8709 7/11
595.13CFD 2017-1 STREET LIGHT SVCS JUN'202-36-156-2671 7/16
309.28CITY SIGNALS SVCS JUN'202-36-751-2365 7/16
24.80CFD 2014-1 TOWN CENTER STREET LIGHT SVCS2-37-161-9065 7/15
78.60MCCALL TC-1 SIGNAL SVCS JUN'202-37-489-6173 7/9
3,702.52FIRE STATIONS ELECTRICAL SVCS JUN'202-39-846-6326 7/15
62.402015-2 ANNEXATION #12 STREET LIGHT JUN'22-40-738-2100 7/9
23.57CFD 2015-2 ANNEX 12 SIGNAL SVCS JUN'202-40-738-3157 7/10
20.05LLMD ZONE 167 SIGNAL SVCS JUN'202-40-993-9071 7/14
13.46LLMD ZONE 167 IRRIGATION SVCS JUN'202-40-993-9311 7/14
41.25LLMD ZONE 167 SIGNAL JUN'202-40-994-7645 7/11
82.78LLMD ZONE 167 SIGNAL SVCS JUN'202-40-994-7744 7/10
40.65LLMD ZONE 167 SAFETY LIGHT SVCS JUN'202-40-994-7868 7/8
69.50CFD 2017-1 TOWN CENTER TRAFFIC SIGNAL SV2-41-608-8631 7/14
37.33CFD 2017-1 TOWN CENTER TRAFFIC SIGNAL SV2-41-608-8649 7/14
86.91CFD 2017-1 TOWN CENTER TRAFFIC SIGNAL SV2-41-608-8664 7/14
13.29CFD 2017-1 TOWN CNTR IRRIGATION SVCS JUN2-41-608-8672 7/14
20Page:
10.2.a
Packet Pg. 37 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
21
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46163 7/31/2020 (Continued)00046 SOUTHERN CALIFORNIA EDISON
1,230.27POLICE HEADQUARTERS ELECTRICAL SVCS JUN'2-41-909-0907 7/15
31.02NEWPORT BRIDGE LIGHT SVCS JUN'202-42-456-1900 7/10
19.30PARK CITY LS3 SIGNAL SVCS JUN'202-42-556-4754 7/10
78.60PARK CITY TC-1 SIGNAL SVCS JUN'202-42-556-4762 7/10
Total : 11,576.11
46164 7/31/2020 01127 SOUTHERN CALIFORNIA MULCH INC.20938 AMR FACILITY MAINT 48.94
Total : 48.94
46165 7/31/2020 00283 STATE OF CALIFORNIA, DEPARTMENT OF JUSTICE454148 MAY'20 NEW HIRE SCREENING 1,312.00
2,105.00JUN'20 BLOOD ALCOHOL ANALYSIS459040
Total : 3,417.00
46166 7/31/2020 00697 STATER BROS. MARKET C0285 JUN'20 COMM SVCS SUPPLIES 287.03
Total : 287.03
46167 7/31/2020 01010 STC TRAFFIC, INC.4077-B 01965 MAY'20 NON-RECOVERABLE TRAFFIC ENG RVW S 550.00
Total : 550.00
46168 7/31/2020 01846 SYSCO RIVERSIDE, INC 220759299 02473 SUPPLIES FOR COVID-19 2,990.32
Total : 2,990.32
46169 7/31/2020 01831 TACTICAL MEDICAL SOLUTIONS,LLC INV111737 02395 MENIFEE PD TRAUMA KITS 1,052.30
02395 5,084.70MENIFEE PD TRAUMA KITSINV111753
Total : 6,137.00
46170 7/31/2020 01034 TEMECULA WINNELSON CO.209409 01 FIRE STATION 76 FACILITY MAINT 163.36
Total : 163.36
46171 7/31/2020 00098 THE GAS COMPANY 047 770 7105 3 7/22 FIRE STATION #7 GAS SVCS JUL'20 99.70
19.18CITY HALL GAS SVCS JUL'20091 934 9672 7 7/23
Total : 118.88
46172 7/31/2020 01085 THE SHERWIN-WILLIAMS CO 2496-9 GRAFFITI ABATEMENT SUPPLIES 67.08
Total : 67.08
46173 7/31/2020 01585 THOMSON REUTERS- WEST 842618776 01902 JUN'20 GOVERNMENT BACKGROUND INVESTIGATI 187.00
21Page:
10.2.a
Packet Pg. 38 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
22
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
(Continued)Total : 187.00 46173 7/31/2020 01585 01585 THOMSON REUTERS- WEST
46174 7/31/2020 01492 TONKIN PLUMBING INC 45345 FIRE STATION #76 FACILITY MAINTENANCE 320.00
Total : 320.00
46175 7/31/2020 00714 TPX COMMUNICATIONS 131607587-0 LOCAL & LONG DISTANCE SVCS JUL'20 584.08
Total : 584.08
46176 7/31/2020 01064 TRI STATE MATERIALS INC 91574 CFD FACILITY MAINTENANCE 60.34
Total : 60.34
46177 7/31/2020 00703 UEBER HAUN I, LLC 97 AUG'20 LAND LEASE AGREEMENT 5,002.90
Total : 5,002.90
46178 7/31/2020 00189 VERIZON WIRELESS 9857250134 JUN'20 PD MOBILE CHARGES 1,601.19
8,278.41JUN'20 CITY MOBILE DEVICE CHARGES9857746681
Total : 9,879.60
46179 7/31/2020 01425 VIDEO APPROACH 2020-00032 02471 MENIFEE DAILY COVID-19 UPDATES 2,000.00
02116 1,500.00FY 19/20 ON-CALL ECONOMIC DEVELOPMENT VI2020-00035
02116 3,410.75MENIFEE BUSINESS SPOTLIGHT2020-00039
02471 1,500.00MENIFEE DAILY COVID-19 UPDATES2020-00041
02471 1,585.00PD SWEARING IN CEREMONY VIDEO SVCS (COVI2020-00042
Total : 9,995.75
46180 7/31/2020 01902 VMI INC 302077 02540 AV UPGRADES 630.76
02540
Total : 630.76
46181 7/31/2020 01119 WEST COAST ARBORISTS INC.158663 02566 CFD 2017-1 TOWN CENTER TREE MAINTENANCE 11,550.00
Total : 11,550.00
46182 7/31/2020 01803 WEST TOW #20-60827 PD SUBSTATION TOWING SVCS ME200420058 260.00
Total : 260.00
46183 7/31/2020 01715 WESTERN A/V 14105 02420 CHAMBERS AUDIO VISUAL UPDATES 960.84
Total : 960.84
22Page:
10.2.a
Packet Pg. 39 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
07/29/2020
Voucher List
City of Menifee
23
5:14:50PM
Page:vchlist
Bank code :uboc
Voucher Date Vendor Invoice PO #Description/Account Amount
46184 7/31/2020 00143 WRCRCA CK REQ 7/13 JUN 2020 - MSHCP FEES 184,200.00
Total : 184,200.00
Bank total : 4,257,704.68 193 Vouchers for bank code :uboc
4,257,704.68Total vouchers :Vouchers in this report 193
23Page:
10.2.a
Packet Pg. 40 Attachment: Voucher Listing 7-31-2020 (2616 : Warrant Register)
City of Menifee
US Bank Credit Card Detail
Jun'20
Last
Four of
CC Cardholder
Date of
Transaction Description Description Detail
Charge
Initiated For:
Amount Account Number
to be charged
**0278 City Card 5/27/2020 City Credit Card Charges Liebert Cassidy Whitmore - Return to Work Toolkit Webinar D.Alvarado D.Alvarado 200.00 100-4222-52211
**0278 City Card 6/5/2020 City Credit Card Charges Floral Expressions - Sympathy Flowers For T.Bilo Non-Departmental 90.79 100-4221-51600
**7121 City Card 5/28/2020 City Credit Card Charges Rubio's - Meals For CIP Budget Meeting City Manager 75.00 100-4111-51600
**7121 City Card 6/22/2020 City Credit Card Charges Government Finance Officers Association - Refund For Conference Registration R.Clayton R.Clayton -635.00 100-4220-52210
**9911 City Card 5/26/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 32.60 100-4911-52039
**9911 City Card 5/26/2020 City Credit Card Charges Microsoft - Exchange Online License Plan I.T.30.00 110-4115-51350
**9911 City Card 5/27/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 227.23 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 43.49 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 27.18 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 43.49 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 27.18 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 27.17 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 43.49 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 70.67 100-4911-52039
**9911 City Card 5/28/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 70.66 100-4911-52039
**9911 City Card 5/31/2020 City Credit Card Charges Microsoft - One Drive Submittal License Plan I.T.33.22 110-4115-51352
**9911 City Card 5/31/2020 City Credit Card Charges Microsoft - Exchange Online License Plan I.T.54.00 110-4115-51352
**9911 City Card 6/1/2020 City Credit Card Charges Formstack - Online Submission Forms For IT and PD I.T.99.00 110-4115-51352
**9911 City Card 6/2/2020 City Credit Card Charges Ikea - Furniture For Menifee PD Menifee PD 367.54 100-4911-53150
**9911 City Card 6/2/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD -32.60 100-4911-52039
**9911 City Card 6/2/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 99.98 100-4911-52039
**9911 City Card 6/2/2020 City Credit Card Charges Network Solutions, LLC - Monthly Hosting For MenifeeBusiness.com I.T.7.98 110-4115-51350
**9911 City Card 6/3/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 32.60 100-4911-52039
**9911 City Card 6/4/2020 City Credit Card Charges Best Buy - Keyboard For Menifee PD I.T.89.06 110-4115-51500
**9911 City Card 6/4/2020 City Credit Card Charges Ring Central - Prorated Adjustment For Video Meeting Software Non-Departmental 19.34 100-4221-52214 Covid-19
**9911 City Card 6/4/2020 City Credit Card Charges Docusign - Digital Signature Technology For Covid-19 Adjustments Non-Departmental 380.06 100-4221-52214 Covid-19
**9911 City Card 6/6/2020 City Credit Card Charges Apple.com - California Penal Code App Menifee PD 1124.25 100-4911-52039
**9911 City Card 6/6/2020 City Credit Card Charges Apple.com - California Penal Code App Menifee PD 1124.25 100-4911-52039
**9911 City Card 6/10/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 45.64 100-4911-52039
**9911 City Card 6/10/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 68.49 100-4911-52039
**9911 City Card 6/10/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 217.45 100-4911-52039
**9911 City Card 6/14/2020 City Credit Card Charges Sling.com - Sling TV Services For City Manager's Office I.T.45.00 110-4115-51352
**9911 City Card 6/19/2020 City Credit Card Charges Best Buy - Cell Phone Accessories For Menifee PD Menifee PD 369.27 100-4911-52039
**9911 City Card 6/23/2020 City Credit Card Charges Nord VPN - VPN Service For PD Detectives I.T.83.76 110-4115-51352
**4266 City Card 5/26/2020 City Credit Card Charges Side Action Apparel - Face Masks For Menifee PD Non-Departmental 789.36 100-4221-52214 Covid-19
**4266 City Card 5/28/2020 City Credit Card Charges Amazon.com - PD Office Supplies Menifee PD 80.40 105-4911-51010
**4266 City Card 5/28/2020 City Credit Card Charges Side Action Apparel - Face Masks For Menifee PD Non-Departmental 926.64 100-4221-52214 Covid-19
**4266 City Card 6/5/2020 City Credit Card Charges Statewide Mini Storage - Additional Storage For Community Services Department Community Services 236.00 100-4660-51600
**4266 City Card 6/6/2020 City Credit Card Charges Brownell's - PD Materials & Supplies Menifee PD 110.69 100-4911-51501
**4266 City Card 6/6/2020 City Credit Card Charges Global Experience Specialists - Furniture For ICSC Conference Economic Development -1219.87 100-4350-52210
**4266 City Card 6/9/2020 City Credit Card Charges Constant Contact - Constant Contact Membership For Economic Development Economic Development 200.00 100-4350-52200
**4266 City Card 6/12/2020 City Credit Card Charges 4Imprint - Writing Pads For Economic Development Economic Development 1815.97 100-4350-51410
**4266 City Card 6/15/2020 City Credit Card Charges Political Data Inc. - City Resident Outreach Mailer Economic Development 1059.64 100-4350-52800
**4266 City Card 6/15/2020 City Credit Card Charges Best Buy - CPR Training Accessories Fire Department 755.19 100-4445-51011
**4266 City Card 6/17/2020 City Credit Card Charges Anypromo Inc. - Hand Sanitizer For Independence Day Event Non-Departmental 1598.93 100-4221-52214 Covid-19
**4266 City Card 6/17/2020 City Credit Card Charges Braeside Displays - Plexiglass Shields For City Hall Non-Departmental 929.80 100-4221-52214 Covid-19
10.2.b
Packet Pg. 41 Attachment: Voucher CC Details 7-31-2020 (2616 : Warrant Register)
City of Menifee
US Bank Credit Card Detail
Jun'20
Last
Four of
CC Cardholder
Date of
Transaction Description Description Detail
Charge
Initiated For:
Amount Account Number
to be charged
**4266 City Card 6/23/2020 City Credit Card Charges Toolots Inc. - Traffic Cones For Menifee PD Menifee PD 1204.50 100-4911-51501
**4266 City Card 6/23/2020 City Credit Card Charges Mountain Mike's - Meals For Employee Appreciation Non-Departmental 664.34 100-4221-50450
**4266 City Card 6/25/2020 City Credit Card Charges Logotech - Promotional Items For Economic Development Economic Development 1680.00 100-4350-51410
**0719 City Card 6/6/2020 City Credit Card Charges Global Experience Specialists - Refund Furniture Rental For ICSC Conference Economic Development -1219.87 100-4350-52210
**0719 City Card 6/22/2020 City Credit Card Charges IEDC Online - Workforce Development Strategies Webinar Registration G.Gonzalez Economic Development 505.00 100-4350-52211
**0719 City Card 6/22/2020 City Credit Card Charges IEDC Online - Economic Development Credit Analysis Webinar Registration G.Gonzalez Economic Development 760.00 100-4350-52211
**0719 City Card 6/22/2020 City Credit Card Charges Anady's Trophies - Plaques For PD Swearing In Ceremony Economic Development 1244.10 100-4350-51600
**0719 City Card 6/23/2020 City Credit Card Charges Animoto Inc. - Video Editing Software For Economic Development Economic Development 396.00 100-4350-51720
**9962 City Card 6/3/2020 City Credit Card Charges Jersey Mike's - City Council Dinner City Council 103.45 100-4110-51600
**9962 City Card 6/17/2020 City Credit Card Charges China Bros - City Council Dinner City Council 98.40 100-4110-51600
**3480 City Card 6/23/2020 City Credit Card Charges Government Finance Officers Association - Reference Book For Audit and GAAP Finance 159.00 100-4220-51600
**3597 City Card 6/1/2020 City Credit Card Charges S&S Worldwide - Supplies For Summer Camps Community Services 245.49 480-4554-51011
**3597 City Card 6/2/2020 City Credit Card Charges Temecula T-Shirt Printers - Banners For Menifee Farmer's Market Community Services 271.88 100-4660-51410
**3597 City Card 6/3/2020 City Credit Card Charges MVP Awards - Plaque For Parks,Recreation and Trails Commission Community Services 68.51 100-4660-51011
**3597 City Card 6/4/2020 City Credit Card Charges Traffic Safety Store - Safety Equipment For Community Services Events Community Services 710.92 100-4660-51700
**3597 City Card 6/5/2020 City Credit Card Charges International Society of Arboriculture - ISA Annual Membership B.Howell Community Services 318.24 100-4660-52200
**3597 City Card 6/9/2020 City Credit Card Charges INternational Society of Arboriculture - Municipal Specialist Exam B.Howell Community Services 385.00 100-4660-52211
**3597 City Card 6/9/2020 City Credit Card Charges Printing Galore - Set Up Fee To have City Logo On File Community Services 38.06 100-4660-51011
**3597 City Card 6/11/2020 City Credit Card Charges Submarina - Meals For Senior Lunch Program Non-Departmental 280.00 100-4221-52214 Covid-19
**3597 City Card 6/12/2020 City Credit Card Charges Elephant Fire - Fire Extinguisher Rental For Independence Day Celebration Community Services 195.00 100-4660-51700 20-Indday
**3597 City Card 6/13/2020 City Credit Card Charges Anypromo Inc. - Community Services Uniforms Community Services 460.83 100-4660-52400
**3597 City Card 6/16/2020 City Credit Card Charges All Star Elite Sports - Promotional Materials For Healthy Menifee Community Services 1282.42 100-4660-51410
**3597 City Card 6/16/2020 City Credit Card Charges Submarina - Meals For Senior Lunch Program Non-Departmental 280.00 100-4221-52214 Covid-19
**3597 City Card 6/18/2020 City Credit Card Charges A-Town AV - Wireless Microphones For Community Services Community Services 366.72 100-4660-51600
**1016 City Card 6/22/2020 City Credit Card Charges Apple.com - Extra Storage For City Manager Iphone City Manager 0.99 100-4111-51600
**5047 City Card 6/2/2020 City Credit Card Charges Smart and Final - Property Evidence and Forensic Supplies Menifee PD 64.95 105-4911-52752
**5047 City Card 6/2/2020 City Credit Card Charges Smart and Final - Property Evidence and Forensic Supplies Menifee PD 125.03 105-4911-52752
**5047 City Card 6/4/2020 City Credit Card Charges Safe and Vault Store - Safe For Detective Bureau Menifee PD 532.87 100-4911-53150
**5047 City Card 6/10/2020 City Credit Card Charges Displays 2 Go - Pamphlet Display Stand For PD Headquarters Menifee PD 262.74 100-4911-53150
**5047 City Card 6/10/2020 City Credit Card Charges Giovanni's Pizza - Meals For Emotional Survival Training Menifee PD 380.13 100-4911-52211
**9261 City Card 5/31/2020 City Credit Card Charges Domino's Pizza - Meals For Emergency Staff During Protests Public Works 75.87 100-4550-51600
**9261 City Card 6/1/2020 City Credit Card Charges Cubicle Keys - Keys For Police Headquarters Facilities 32.39 116-4911-52050
**9261 City Card 6/1/2020 City Credit Card Charges Buffalo Wild Wings - Meals For Emergency Staff During Protests Public Works 67.37 100-4550-51600
**9261 City Card 6/2/2020 City Credit Card Charges Multiquip - Public Works Equipment Maintenance Public Works 267.10 200-4552-52600
**9261 City Card 6/6/2020 City Credit Card Charges WeatherTech Direct - Floor Mats For PD Vehicles Fleet 260.84 115-4911-52503
**9261 City Card 6/13/2020 City Credit Card Charges WeatherTech Direct - Floor Mats For PD Vehicles Fleet 344.09 115-4911-52503
**9261 City Card 6/15/2020 City Credit Card Charges QuickJack.com - Fleet Small Tools and Field Equipment Fleet 192.03 115-4117-51500
24989.38
10.2.b
Packet Pg. 42 Attachment: Voucher CC Details 7-31-2020 (2616 : Warrant Register)
Date Paid by:Payee Description Amount
7/24/2020 ACH City Payroll Payroll Period 7/4/2020 - 7/17/2020 603,947.95
7/24/2020 ACH ICMA Payroll Period 7/4/2020 - 7/17/2020 26,658.90
TOTAL PAYROLL:630,606.85$
Date Paid by:Payee Description Amount
7/22/2020 ACH CALPERS - Retirement Payroll Period 6/6/2020 - 6/19/2020 48,396.93
7/22/2020 ACH CALPERS - Retirement Payroll Period 6/6/2020 - 6/19/2020 72,018.97
7/23/2020 Wire Commonwealth Land Title Co.Holland Road Overpass Property Lease 6,650.00
TOTAL OTHER EFT'S:127,065.90$
TOTAL PAYMENTS:757,672.75$
Payroll Register, Taxes and Other EFT's/Wires
City of Menifee
August 19, 2020
10.2.c
Packet Pg. 43 Attachment: Payroll Register 8-19-2020 (2616 : Warrant Register)
CITY OF MENIFEE
SUBJECT: Menifee CARES Act Funds
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Margarita Cornejo, Financial Services Manager
REVIEWED BY: Rochelle Clayton, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Accept Coronavirus Aid, Relief, and Economic Security (CARES) Act Funds in the
amount of $1,198,820 awarded by the State of California to the City of Menifee to
address public health and safety impacts of COVID-19; and
2. Authorize an increase in revenue in the amount of $1,198,820 to an account as
assigned by the Finance Department; and
3. Authorize the City Manager to execute all necessary agreements, amendments and
related documents to receive the CARES Act funds awarded by the State of California;
and
4. Authorize the City Manager to replace recommended funding source (6/17/2020 Council
Meeting) for the $100,000 related to the City of Menifee COVID-19 Small Business
Assistance Grant Program from CDBG-CV funds to CARES Act Funds; and
5. Authorize the City Manager to allocate CARES Act funds to any item of appropriation for
COVID-19 eligible projects and activities and return to City Council with summary report
on recommended uses to ensure timely expenditure of CARES Act Funds; and
6. Waive the City’s competitive processes for the procurement of computerized or
Information Technology (IT) Systems, Supplies, Construction Services and Professional
Services to allow for the expeditious use of the CARES Act Funds to address the public
safety impacts of COVID-19.
DISCUSSION
Recognizing the unprecedented and immediate impact of the Coronavirus/COVID-19 pandemic
to the Menifee community, the Menifee City Council formally declared a public health
10.3
Packet Pg. 44
City of Menifee Staff Report
Menifee CARES Act Funds
August 19, 2020
Page 2 of 8
emergency on March 18, 2020 by adoption of Resolution No. 20-869. Amongst the various
actions included within Resolution No. 20-869 were:
City Manager designated as Director of Emergency Services enabled to:
o Control/direct city’s emergency organization/coordination efforts
o Represent city in all dealings with public or private agencies on matters
pertaining to emergencies
o Make/issues rules and regulations on matters reasonably related to the
protection of life and property
o Procurement of all vital supplies, equipment and properties needed for the
protection of life and property
o Command emergency services of city employees
o Additional duties and responsibilities as assigned
Economic Development Support: The City Manager has been authorized to
explore and implement economic incentives, up to a maximum cumulative amount of
$250,000 to assist local businesses during the period of emergency.
City Hall Staffing Plan: The City Manager has been authorized to develop and
implement a City Hall Staffing Plan consistent with federal, state, and local rules and
guidelines in addressing COVID-19.
Public Safety: The City Manager has been authorized to work will all public safety
authorities to ensure City’s public safety needs are satisfied.
Ongoing Services: The City Manager has been authorized to make
recommendations to facilitate continuing processes of permits, plans and
entitlements and authorizations of the City.
Commissions and Committee Meetings: The City Manager has been authorized to
make recommendations for waiving or combining functions of City Commissions, and
expanding the use of telephonic meetings in lieu of in person meetings
Contracting Authority: The City Manager has been authorized to execute COVID-
19 related contracts up to $100,000, COVID-19 related contracts up to $200,000 will
require a 24 hour notification period to the Council to request Council
consideration/approval first. Also provides for the City Manager to sign any contract
under $200,000 not related to COVID-19 provided a 24 hour notification period to the
Council to request Council consideration/approval first, and allows for electronic
signatures of agreements.
Reporting Obligations: The City Manager shall provide for regular reporting of the
status of the emergency and the City’s response efforts.
In response to the various federal, state, and local rules and guidance provided since COVID-
19’s initial local presence in the Menifee community in March 2020, the City’s on-going
response efforts, include but are not limited to the following:
- Emergency Operations Center (EOC): Coordination, reporting, activation level
management, and regional communication activities.
- Community outreach/education efforts on COVID-19 and available resources
- Business outreach/support efforts in response to COVID-19
10.3
Packet Pg. 45
City of Menifee Staff Report
Menifee CARES Act Funds
August 19, 2020
Page 3 of 8
- Procurement of necessary Personal Protective Equipment (PPE), such as masks,
gloves, plexiglass shields, hand sanitizer, temperature checking
stations/thermometers
- Procurement of necessary disinfectant spray, wipes, and related supplies and
increased cleaning services
- Increased IT equipment/infrastructure/services to accommodate remote working
needs to help ensure recommended federal/state/local social distancing
requirements.
- Senior meal distributions to address the current temporary required closure of the
Kay Ceniceros Senior Center daily congregate meal program.
As COVID-19 has been an unforeseen and on-going situation, but the efforts outlined above are
absolutely necessary as part of the City’s response to mitigating the impacts of the pandemic to
the Menifee community, the associated costs have not been budgeted as part of the City’s
current budget. Similar to other jurisdictions across the state, Menifee has prioritized the
importance of mitigating the impact of COVID-19 to the local community, and has been tracking
the related costs of its response efforts since March 2020.
On March 27, 2020, the CARES Act was approved by Congress and signed into law. The Act
included approximately $150 billion in stimulus aid to states and local governments with a
population of 500,000 or more. The City of Menifee fell short of this population threshold and, as
such, did not receive a direct allocation of stimulus aid from the federal government. However,
the City in conjunction with the other jurisdictions across the state has worked to advocate for
direct funding to cities to support each jurisdiction’s COVID-19 response efforts. The City has
been recently notified that the state of California will be allocating $275 million to cities with a
population less than 300,000 on per capita basis relative to the population of the cities in this
group, with Menifee receiving an allocation of $1,198,820.
The CARES Act provides that the funds can be used for COVID-19 related expenses incurred
between March 1, 2020 and December 30, 2020. The CARES Act generally limits expenditures
to those that are directly related to the COVID-19 health emergency, including second order
effects such as economic support arising from business interruptions caused by COVID-19. The
Act also requires that expenditures not be accounted for in the most recently approved budget.
The funds are federal funds (CFDA #21.019) and carry the audit applicable audit requirements
(“Single Audit”) of a federally funded grant.
Generally, the CARES Act funds must be spent within one (1) of the six (6) expenditure
categories:
1. Medical Expenses: Treatment of COVID-19 and related expenses, temporary medical
facilities, testing, emergency medical response, establishing public telemedicine
capabilities.
2. Public Health Expenses: Communication/enforcement of public health orders,
acquisition and distribution of PPE/cleaning supplies, disinfection of public areas and
other facilities and related expenses.
3. Substantially Dedicated Payroll Expenses: Public Safety, public health, health care,
human services and similar employees substantially dedicated to COVID-19 efforts.
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4. Compliance with Public Health Measures and Mitigation of COVID-19 Effects: Food
delivery to at-risk populations, telework capabilities for public employees, homeless
services etc.
5. Economic Support: Grants to small businesses for costs of business interruption,
financial assistance grants, and similar programs.
6. Other: Any other COVID-19 expense “reasonably necessary” to the function of the
government that satisfies the broader eligibility criteria.
Receipt of the CARES Act Funds is contingent on the City’s Adherence to federal guidance, the
state’s stay-at-home requirements and other health requirement as directed in gubernatorial
Executive Order N-33-20, any subsequent executive orders or statues, and all California
Department of Public Health orders, directives, and guidance issued in response to the COVID-
19 public health emergency.
It is important to note that all CARES Act funds must be SPENT by December 30, 2020, with a
90 day liquidation period allowance based on recent guidance provided by the State. The state
of California has placed additional spending requirements on local government. Funds cannot
be used to backfill lost revenue. Unspent funds will be required to be returned to the state, and
reallocated to other jurisdictions. Therefore, to ensure timely expenditure of the CARES Act
Funds, staff is recommending the following two (2) actions:
Authorize for the City Manager to allocate CARES Act funds to any item of
appropriation for COVID-19 eligible projects and activities and return to City Council
with summary report on recommended uses to ensure timely expenditure of CARES
Act Fund, and
Waive the City’s Competitive Processes for the Procurement of Computerized or
Information Technology (IT) Systems, Supplies, Construction Services and
Professional Services to allow for the expeditious use of the CARES Act Funds to
address the public safety impacts of COVID-19. Pursuant to the CARES Act
guidance competitive bidding is not required.
COVID-19’S ECONOMIC IMPACT TO THE MENIFEE COMMUNITY & CITY OF MENIFEE
COVID-19 SMALL BUSINESS ASSISTANCE GRANT PROGRAM:
The City of Menifee recognizes the ongoing and increasing negative impacts that the COVID-19
emergency has caused to our local business community, particularly our small and independent
local businesses. Many businesses that have applied for funding have experienced the
challenges of not having the credit to qualify or have applied and are waiting for assistance or
approval for loans or grants. Although the City of Menifee has not seen as detrimental impacts
as some neighboring cities, there are a number of small businesses in Menifee that are on the
brink of closing, not only causing a loss of revenue for the City, but a loss of services and jobs
for our residents. As a priority of the City Council, the City operates as a business-friendly City
that values job creation from all industry sectors, recognizing that a variety of industries are
needed in the City to diversify locally. City leadership continues to recognize the crucial role that
small businesses play in the local economy and more importantly, Menifee.
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Pursuant to the directives of the adopted Resolution No. 20-869, staff has worked diligently to
explore and implement economic incentives, up to a maximum cumulative amount of $250,000
to assist local businesses during the COVID-19 pandemic. Following approval of the CARES
Act by Congress, one of the first direct funding programs available for jurisdictions to help
mitigate the impacts of COVID-19, was the CDBG-CV (Community Development Block Grant-
Coronavirus) program announced in April 2020 and administered by US Department of Housing
and Urban Development (HUD). At the June 17, 2020 City Council meeting, City Council
accepted the allocation $307,232 in CDBG-CV funds and approved the proposed Substantial
Amendment to the PY2019/20 Annual Action Plan, incorporating recommended use of CDBG-
CV funds to the following activities:
Public Service Food Activities
Small Business Grants
Workforce Development Public Service Activities
Administration Costs
Subsequently, the City released the City of Menifee COVID-19 Small Business Assistance
Grant Program (Menifee CARES Business Grant) providing small businesses in Menifee the
opportunity to apply for up to $5,000 to cover COVID-19 related impact expenses (payroll, rent,
equipment, and PPEs). Pre-applications were accepted until July 2, 2020 (4:00 pm). Since the
approval of the program by City Council, release of the pre-application to businesses, review of
the submitted pre-applications, and in depth review/consultation of all applicable CDBG (federal)
program requirements, staff has determine that the mandatory restrictions and requirements of
the CDBG-CV program heavily restrict the ability to provide direct economic assistance to
businesses. CDBG-CV funds, while intended to address the impact of COVID-19, still carry the
overall CDBG program requirements, which in the case economic development activities
generally require job creation or retention for income qualified employees. In its’ review, 23
applications were received for the Menifee CARES Business Grant under the CDBG-CV
requirements, and only 2-3 of the applications would potentially meet the program requirements
laid out by HUD. Furthermore, requiring small businesses to commit to the creation of new jobs
in the existing economic environment may prove too much of a burden when business are
struggling to stay open and keep existing staff on hand.
Alternatively, staff has reviewed the eligible activities under the CARES Act allocation and
pursuant to the allocation guidelines and has determined funding the City of Menifee COVID-19
Small Business Assistance Grant Program may be more appropriate. The change in funding
source would allow the City to repurpose and redirect a portion of the CDBG-CV funding to
other public services (i.e. Senior Meal Program, homeless outreach/support services) which
better fit the funding requirements of the CDBG-CV program. Pursuant to the CARES Act state
allocation guidelines:
“Expenses associated with the provision of economic support in connection with the COVID-19
public health emergency are eligible expenses. Any “necessary expenditures incurred due to
the public health emergency” such as those “suffering from employment or business
interruptions due to COVID-19 business related closures (Attachment A),” including
“expenditures related to the provision of grants to small businesses to reimburse the costs of
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August 19, 2020
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business interruption caused by required closures,” as stated in section 5, on page 4
(Attachment A).”
Within the COVID-19 funding requirements, there cannot be a duplication of services/assistance
as it would be considered ineligible expenses. The eligible expenses with the state’s CARES Act
Funds include:
- Business lease rent, or loan payment for rent; and
- Equipment for PPE’s; and
- Employees hired to work on COVID related activities.
Staff recommends moving forward with City of Menifee COVID-19 Small Business Assistance
Grant Program (Menifee CARES Business Grant), funded from the City’s CARES Act state
allocation, instead of using CDBG-CV funds.
Upon approval to move forward with Menifee CARES Grant Program under the CARES Act
funding, staff will transfer the applications over to the oversight/program administration through
the City’s Economic Development Department, and contact each business which has applied to
provide program updates/changes and an application status update.
Below is a summary of the key eligibility requirements of the City’s COVID-19 Small Business
Assistance Grant Program (Menifee CARES Business Grant). These requirements have been
established by reviewing CARES funding guidelines and comparison of nearby jurisdictions:
ELIGIBILITY: Eligible business will be required to meeting all of the following:
1. Be an existing for-profit business since March 1st, 2019 located within the City of Menifee.
2. Be able to demonstrate adverse business impacts from the COVID-19 pandemic.
3. Have a current business license from the City of Menifee that was issued prior to the
COVID-19 crisis and be current on any other governmental permits or certifications that
the business is required to have.
4. Be in good standing with the City of Menifee (i.e. no open code violations) and not have
any outstanding fines owed or violations pursuant to any previously issued Menifee Code
Enforcement Notice of Violation(s) or Administrative Citation(s).
5. The following businesses are not eligible for funding: Nonprofits, home-based
businesses, Illegal businesses, passive income real estate projects, cannabis related
businesses, adult entertainment businesses, or religious organizations and businesses
with more than 49 employees, including the owner(s).
6. The business must have a City of Menifee business address that is not in a residential
area or residential zone of the City, as additional funding is available to them via
California’s Employment Development Department (EDD) due to new allowances
because of the pandemic.
7. If the business does not own the building or the land where the business is located, they
will be required to affirmatively declare that they were not in arrears on rent prior to
February 29, 2020 and they must provide their landlord’s contact information, or letter, for
further verification.
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August 19, 2020
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USE OF GRANT FUNDING DECLARATION: Grant recipients, approved businesses, will be
required to affirmatively declare that any funds received from the City will be used exclusively to
the benefit of the business physically located in Menifee (some Menifee based businesses have
satellite locations in other jurisdictions).
GRANT AGREEMENT & PROGRAM RECORDS/REPORTING REQUIREMENTS: Staff has
developed a standard agreement to be executed between the City and business approved to
receive grant funding. The agreement identifies eligible expenses, funding, tracking and reporting
requirements to ensure compliance with federal, state and local requirements, and will
maintained with all program files, including but not limited to application files, and required
reporting.
As stated in the “Coronavirus Relief Fund Reporting and Record Retention Requirements,” staff
will work with the Emergency Management staff to include program detail and expenses to be
included in the quarterly report that is due on October 13, 2020. In addition, this document details
that, “all records shall be maintained for a period of five years after final payment is made using
Coronavirus Relief Fund monies. These record retention requirements are applicable to “all
prime recipients and their grantees and subgrant recipients, contractors, and other levels of
government” (Attachment B), and City staff will work with the Office of the City Clerk to ensure
retention schedule for all program records. Additionally, staff with work with the Finance
Department to disperse to local small businesses as quickly as possible.
FISCAL IMPACT
The fiscal impact of the acceptance of the CARES Act Funds results in an increase of
$1,198,820 to the City’s revenue. This funding will help the City recover its costs directly
associated with the impacts of COVID-19, including direct expenses incurred by the City and
second order effects such as much needed economic support to the small business heavily
impacted by COVID-19. Grant revenue will be recorded within a specific account set up by the
Finance Department (Account # 301-3740 (CARES Act)).
With respect to the City of Menifee COVID-19 Small Business Assistance Grant Program
(Menifee CARES Business Grant), the fiscal impact will be $100,000. However, the associated
costs will be reimbursed as part of the City’s CARES Act Funds ($1,198,820 allocation).
Expenses associated with the COVID-19 Small Business Assistance Grant Program (Menifee
CARES Business Grant and other CARES Act Fund will be funded as follows:
Account Number Account Name Amount ($)
301-4221-52215 Small Business Assistance Grant Program $100,000
301-4221-52214 Declared Emergency Response (CARES Act) 1,098,820
TOTAL $1,198,820
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August 19, 2020
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ATTACHMENTS
1. Attachment A: Coronavirus Relief Fund Guidance for State Territorial Local and Tribal
Governments
2. Attachment B: Treasury Office of Inspector General Coronavirus Relief Fund Recipient
Reporting and Record Keeping Requirements
3. Attachment C: Menifee CARES COVID-19 Business Grant Agreement
4. Resolution FY 20-21 - CARES Act
5. Grant Summary Report (CARES Act Funds)
10.3
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1
Coronavirus Relief Fund
Guidance for State, Territorial, Local, and Tribal Governments
Updated June 30, 20201
The purpose of this document is to provide guidance to recipients of the funding available under section
601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act established the Coronavirus Relief Fund (the “Fund”) and appropriated $150 billion to the Fund. Under the CARES Act, the Fund is to be used to make
payments for specified uses to States and certain local governments; the District of Columbia and U.S. Territories (consisting of the Commonwealth of Puerto Rico, the United States Virgin Islands, Guam, American Samoa, and the Commonwealth of the Northern Mariana Islands); and Tribal governments.
The CARES Act provides that payments from the Fund may only be used to cover costs that—
1. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID–19);
2. were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the State or government; and
3. were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020.2
The guidance that follows sets forth the Department of the Treasury’s interpretation of these limitations
on the permissible use of Fund payments.
Necessary expenditures incurred due to the public health emergency
The requirement that expenditures be incurred “due to” the public health emergency means that
expenditures must be used for actions taken to respond to the public health emergency. These may
include expenditures incurred to allow the State, territorial, local, or Tribal government to respond
directly to the emergency, such as by addressing medical or public health needs, as well as expenditures
incurred to respond to second-order effects of the emergency, such as by providing economic support to
those suffering from employment or business interruptions due to COVID-19-related business closures.
Funds may not be used to fill shortfalls in government revenue to cover expenditures that would not
otherwise qualify under the statute. Although a broad range of uses is allowed, revenue replacement is
not a permissible use of Fund payments.
The statute also specifies that expenditures using Fund payments must be “necessary.” The Department
of the Treasury understands this term broadly to mean that the expenditure is reasonably necessary for its
intended use in the reasonable judgment of the government officials responsible for spending Fund
payments.
Costs not accounted for in the budget most recently approved as of March 27, 2020
The CARES Act also requires that payments be used only to cover costs that were not accounted for in
the budget most recently approved as of March 27, 2020. A cost meets this requirement if either (a) the
1 This version updates the guidance provided under “Costs incurred during the period that begins on March 1, 2020, and ends on December 30, 2020”.
2 See Section 601(d) of the Social Security Act, as added by section 5001 of the CARES Act.
10.3.a
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2
cost cannot lawfully be funded using a line item, allotment, or allocation within that budget or (b) the cost
is for a substantially different use from any expected use of funds in such a line item, allotment, or
allocation.
The “most recently approved” budget refers to the enacted budget for the relevant fiscal period for the
particular government, without taking into account subsequent supplemental appropriations enacted or
other budgetary adjustments made by that government in response to the COVID-19 public health
emergency. A cost is not considered to have been accounted for in a budget merely because it could be
met using a budgetary stabilization fund, rainy day fund, or similar reserve account.
Costs incurred during the period that begins on March 1, 2020, and ends on December 30, 2020
Finally, the CARES Act provides that payments from the Fund may only be used to cover costs that were
incurred during the period that begins on March 1, 2020, and ends on December 30, 2020 (the “covered
period”). Putting this requirement together with the other provisions discussed above, section 601(d) may
be summarized as providing that a State, local, or tribal government may use payments from the Fund
only to cover previously unbudgeted costs of necessary expenditures incurred due to the COVID–19
public health emergency during the covered period.
Initial guidance released on April 22, 2020, provided that the cost of an expenditure is incurred when the
recipient has expended funds to cover the cost. Upon further consideration and informed by an
understanding of State, local, and tribal government practices, Treasury is clarifying that for a cost to be
considered to have been incurred, performance or delivery must occur during the covered period but
payment of funds need not be made during that time (though it is generally expected that this will take
place within 90 days of a cost being incurred). For instance, in the case of a lease of equipment or other
property, irrespective of when payment occurs, the cost of a lease payment shall be considered to have
been incurred for the period of the lease that is within the covered period, but not otherwise.
Furthermore, in all cases it must be necessary that performance or delivery take place during the covered
period. Thus the cost of a good or service received during the covered period will not be considered
eligible under section 601(d) if there is no need for receipt until after the covered period has expired.
Goods delivered in the covered period need not be used during the covered period in all cases. For
example, the cost of a good that must be delivered in December in order to be available for use in January
could be covered using payments from the Fund. Additionally, the cost of goods purchased in bulk and
delivered during the covered period may be covered using payments from the Fund if a portion of the
goods is ordered for use in the covered period, the bulk purchase is consistent with the recipient’s usual
procurement policies and practices, and it is impractical to track and record when the items were used. A
recipient may use payments from the Fund to purchase a durable good that is to be used during the current
period and in subsequent periods if the acquisition in the covered period was necessary due to the public
health emergency.
Given that it is not always possible to estimate with precision when a good or service will be needed, the
touchstone in assessing the determination of need for a good or service during the covered period will be
reasonableness at the time delivery or performance was sought, e.g., the time of entry into a procurement
contract specifying a time for delivery. Similarly, in recognition of the likelihood of supply chain
disruptions and increased demand for certain goods and services during the COVID-19 public health
emergency, if a recipient enters into a contract requiring the delivery of goods or performance of services
by December 30, 2020, the failure of a vendor to complete delivery or services by December 30, 2020,
will not affect the ability of the recipient to use payments from the Fund to cover the cost of such goods
or services if the delay is due to circumstances beyond the recipient’s control.
10.3.a
Packet Pg. 53 Attachment: Attachment A: Coronavirus Relief Fund Guidance for State Territorial Local and Tribal Governments (2631 : Menifee CARES Act
3
This guidance applies in a like manner to costs of subrecipients. Thus, a grant or loan, for example,
provided by a recipient using payments from the Fund must be used by the subrecipient only to purchase
(or reimburse a purchase of) goods or services for which receipt both is needed within the covered period
and occurs within the covered period. The direct recipient of payments from the Fund is ultimately
responsible for compliance with this limitation on use of payments from the Fund.
Nonexclusive examples of eligible expenditures
Eligible expenditures include, but are not limited to, payment for:
1. Medical expenses such as:
• COVID-19-related expenses of public hospitals, clinics, and similar facilities.
• Expenses of establishing temporary public medical facilities and other measures to increase COVID-19 treatment capacity, including related construction costs.
• Costs of providing COVID-19 testing, including serological testing.
• Emergency medical response expenses, including emergency medical transportation, related to COVID-19.
• Expenses for establishing and operating public telemedicine capabilities for COVID-19-related treatment.
2. Public health expenses such as:
• Expenses for communication and enforcement by State, territorial, local, and Tribal governments of public health orders related to COVID-19.
• Expenses for acquisition and distribution of medical and protective supplies, including sanitizing products and personal protective equipment, for medical personnel, police officers, social workers, child protection services, and child welfare officers, direct service providers
for older adults and individuals with disabilities in community settings, and other public health or safety workers in connection with the COVID-19 public health emergency.
• Expenses for disinfection of public areas and other facilities, e.g., nursing homes, in response to the COVID-19 public health emergency.
• Expenses for technical assistance to local authorities or other entities on mitigation of COVID-19-related threats to public health and safety.
• Expenses for public safety measures undertaken in response to COVID-19.
• Expenses for quarantining individuals.
3. Payroll expenses for public safety, public health, health care, human services, and similar employees whose services are substantially dedicated to mitigating or responding to the COVID-19 public health emergency.
4. Expenses of actions to facilitate compliance with COVID-19-related public health measures, such
as:
• Expenses for food delivery to residents, including, for example, senior citizens and other vulnerable populations, to enable compliance with COVID-19 public health precautions.
• Expenses to facilitate distance learning, including technological improvements, in connection with school closings to enable compliance with COVID-19 precautions.
• Expenses to improve telework capabilities for public employees to enable compliance with COVID-19 public health precautions.
10.3.a
Packet Pg. 54 Attachment: Attachment A: Coronavirus Relief Fund Guidance for State Territorial Local and Tribal Governments (2631 : Menifee CARES Act
4
• Expenses of providing paid sick and paid family and medical leave to public employees to enable compliance with COVID-19 public health precautions.
• COVID-19-related expenses of maintaining state prisons and county jails, including as relates to sanitation and improvement of social distancing measures, to enable compliance with COVID-19 public health precautions.
• Expenses for care for homeless populations provided to mitigate COVID-19 effects and
enable compliance with COVID-19 public health precautions.
5. Expenses associated with the provision of economic support in connection with the COVID-19 public health emergency, such as:
• Expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures.
• Expenditures related to a State, territorial, local, or Tribal government payroll support
program.
• Unemployment insurance costs related to the COVID-19 public health emergency if such costs will not be reimbursed by the federal government pursuant to the CARES Act or otherwise.
6. Any other COVID-19-related expenses reasonably necessary to the function of government that
satisfy the Fund’s eligibility criteria.
Nonexclusive examples of ineligible expenditures3
The following is a list of examples of costs that would not be eligible expenditures of payments from the
Fund.
1. Expenses for the State share of Medicaid.4
2. Damages covered by insurance.
3. Payroll or benefits expenses for employees whose work duties are not substantially dedicated to
mitigating or responding to the COVID-19 public health emergency.
4. Expenses that have been or will be reimbursed under any federal program, such as the reimbursement by the federal government pursuant to the CARES Act of contributions by States to State unemployment funds.
5. Reimbursement to donors for donated items or services.
6. Workforce bonuses other than hazard pay or overtime.
7. Severance pay.
8. Legal settlements.
3 In addition, pursuant to section 5001(b) of the CARES Act, payments from the Fund may not be expended for an elective abortion or on research in which a human embryo is destroyed, discarded, or knowingly subjected to risk of injury or death. The prohibition on payment for abortions does not apply to an abortion if the pregnancy is the result of an act of rape or incest; or in the case where a woman suffers from a physical disorder, physical injury, or physical illness, including a life-endangering physical condition caused by or arising from the pregnancy itself, that would, as certified by a physician, place the woman in danger of death unless an abortion is performed. Furthermore, no government which receives payments from the Fund may discriminate against a health care entity on the basis that the entity does not provide, pay for, provide coverage of, or refer for abortions.
4 See 42 C.F.R. § 433.51 and 45 C.F.R. § 75.306.
10.3.a
Packet Pg. 55 Attachment: Attachment A: Coronavirus Relief Fund Guidance for State Territorial Local and Tribal Governments (2631 : Menifee CARES Act
OFFICE OF
INSPECTOR GENERAL
DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20220
1
July 2, 2020
OIG-CA-20-021
MEMORANDUM FOR CORONAVIRUS RELIEF FUND RECIPIENTS
FROM: Richard K. Delmar /s/
Deputy Inspector General
SUBJECT: Coronavirus Relief Fund Reporting and Record Retention
Requirements
Title VI of the Social Security Act, as amended by Title V of Division A of the
Coronavirus Aid, Relief, and Economic Security Act (Public Law 115-136), provides
that the Department of the Treasury (Treasury) Office of Inspector General (OIG) is
responsible for monitoring and oversight of the receipt, disbursement, and use of
Coronavirus Relief Fund payments. Treasury OIG also has authority to recover
funds in the event that it is determined a recipient of a Coronavirus Relief Fund
payment failed to comply with requirements of subsection 601(d) of the Social
Security Act, as amended, (42 U.S.C. 801(d)). Accordingly, we are providing
recipient reporting and record retention requirements that are essential for the
exercise of these responsibilities, including our conduct of audits and
investigations.
Reporting Requirements and Timelines
Each prime recipient of Coronavirus Relief Fund payments1 shall report Coronavirus
Disease 2019 (COVID-19) related “costs incurred” during the “covered period”2
(the period beginning on March 1, 2020 and ending on December 30, 2020), in the
manner of and according to the timelines outlined in this memorandum. As
described below, each prime recipient shall report interim and quarterly data and
other recipient data according to these requirements. Treasury OIG is working on
development of a portal with GrantSolutions3 that is expected to be operational on
1 Prime recipients include all 50 States, Units of Local Governments, the District of Columbia, U.S.
Territories, and Tribal Governments that received a direct payment from Treasury in accordance
with Title V.
2 Refer to Treasury’s guidance dated June 30, 2020 for more information on costs incurred and the
covered period.
3 A grant management service provider under the U.S. Department of Health and Human Services.
10.3.b
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2
September 1, 2020, for recipients to report data on a quarterly basis. Until the
GrantSolutions portal is operational, each prime recipient shall follow the interim
reporting requirements. Treasury OIG will notify each prime recipient when
GrantSolutions is operational or of any changes to the expected September 1,
2020 start date.
Interim Reporting for the period March 1 through June 30, 2020
By no later than July 17, 2020, each prime recipient is responsible for reporting
costs incurred during the period March 1 through June 30, 2020. For this interim
report, prime recipients need only report totals by the following broad categories:
a. Amount transferred to other governments;
b. Amount spent on payroll for public health and safety employees;
c. Amount spent on budgeted personnel and services diverted to a substantially
different use;
d. Amount spent to improve telework capabilities of public employees;
e. Amount spent on medical expenses;
f. Amount spent on public health expenses;
g. Amount spent to facilitate distance learning;
h. Amount spent providing economic support;
i. Amount spent on expenses associated with the issuance of tax anticipation
notes; and
j. Amount spent on items not listed above.
Recipients should consult Treasury’s guidance and Frequently Asked Questions in
reporting costs incurred during the period March 1 through June 30, 2020. The
total of all categories must equal the total of all costs incurred during that period. A
spreadsheet is attached for your use in providing the data. As discussed below, the
prime recipient will be required to report information for the period March 1 through
June 30, 2020 into GrantSolutions once it is operational.
Interim reporting information should be submitted to CARES@oig.treas.gov
Quarterly Reporting
Each prime recipient of Coronavirus Relief Fund payments shall report COVID-19
related costs into the GrantSolutions portal. Data required to be reported includes,
but is not limited to, the following:
1. the total amount of payments from the Coronavirus Relief Fund received
from Treasury;
2. the amount of funds received that were expended or obligated for each
project or activity;
10.3.b
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3
3. a detailed list of all projects or activities for which funds were expended or
obligated, including:
a. the name of the project or activity;
b. a description of the project or activity; and
4. detailed information on any loans issued; contracts and grants awarded;
transfers made to other government entities; and direct payments made by
the recipient that are greater than $50,000.
The prime recipient is responsible for reporting into the GrantSolutions portal
information on uses of Coronavirus Relief Fund payments.
Recipient Portal Access: For future quarterly reporting, each prime recipient will
have GrantSolutions portal access for three (3) individuals: two (2) designees
(preparers) to input quarterly data and one (1) official authorized to certify that the
data is true, accurate, and complete.4 By no later than July 17, 2020, please
provide the name, title, email address, phone number, and postal address of these
individuals via email to CARES@oig.treas.gov, so that portal access can be
granted. After this information is received, guidance on the GrantSolutions portal
access and data submission instructions will be issued separately.
Reporting timeline
By no later than September 21, 2020, recipients shall submit via the portal the first
detailed quarterly report, which shall cover the period March 1 through June 30,
2020. Thereafter, quarterly reporting will be due no later than 10 days after each
calendar quarter. For example, the period July 1 through September 30, 2020,
must be reported no later than October 13, 2020 (Tuesday after the 10th day of
October and the Columbus Day Holiday). Reporting shall end with either the
calendar quarter after the COVID-19 related costs and expenditures have been
liquidated and paid or the calendar quarter ending September 30, 2021, whichever
comes first.
Record Retention Requirements
Recipients of Coronavirus Relief Fund payments shall maintain and make available
to the Treasury OIG upon request all documents and financial records sufficient to
establish compliance with subsection 601(d) of the Social Security Act, as
amended, (42 U.S.C. 801(d)), which provides:
4 The certifying official is an authorized representative of the recipient organization with the legal
authority to give assurances, make commitments, enter into contracts, and execute such
documents on behalf of the recipient.
10.3.b
Packet Pg. 58 Attachment: Attachment B: Treasury Office of Inspector General Coronavirus Relief Fund Recipient Reporting and Record Keeping
4
(d) USE OF FUNDS.—A State, Tribal government, and unit of local government
shall use the funds provided under a payment made under this section to cover
only those costs of the State, Tribal government, or unit of local government that—
1. are necessary expenditures incurred due to the public health
emergency with respect to COVID-19;
2. were not accounted for in the budget most recently approved as of
the date of enactment of this section for the State or government; and
3. were incurred5 during the period that begins on March 1, 2020, and
ends on December 30, 2020.
Records to support compliance with subsection 601(d) may include, but are not
limited to, copies of the following:
1. general ledger and subsidiary ledgers used to account for (a) the
receipt of Coronavirus Relief Fund payments and (b) the disbursements
from such payments to meet eligible expenses related to the public
health emergency due to COVID-19;
2. budget records for 2019 and 2020;
3. payroll, time records, human resource records to support costs
incurred for payroll expenses related to addressing the public health
emergency due to COVID-19;
4. receipts of purchases made related to addressing the public health
emergency due to COVID-19;
5. contracts and subcontracts entered into using Coronavirus Relief Fund
payments and all documents related to such contracts;
6. grant agreements and grant subaward agreements entered into using
Coronavirus Relief Fund payments and all documents related to such
awards;
7. all documentation of reports, audits, and other monitoring of
contractors, including subcontractors, and grant recipient and
subrecipients;
8. all documentation supporting the performance outcomes of contracts,
subcontracts, grant awards, and grant recipient subawards;
9. all internal and external email/electronic communications related to use
of Coronavirus Relief Fund payments; and
5 Refer to Treasury’s guidance dated June 30, 2020 for more information on the definition of costs
incurred.
10.3.b
Packet Pg. 59 Attachment: Attachment B: Treasury Office of Inspector General Coronavirus Relief Fund Recipient Reporting and Record Keeping
5
10. all investigative files and inquiry reports involving Coronavirus Relief
Fund payments.
Records shall be maintained for a period of five (5) years after final payment is
made using Coronavirus Relief Fund monies. These record retention requirements
are applicable to all prime recipients and their grantees and subgrant recipients,
contractors, and other levels of government that received transfers of Coronavirus
Relief Fund payments from prime recipients.
If you have any questions about this memorandum or need assistance complying
with the reporting requirements, please contact Treasury OIG at
CARES@oig.treas.gov. Thank you and we appreciate your assistance.
10.3.b
Packet Pg. 60 Attachment: Attachment B: Treasury Office of Inspector General Coronavirus Relief Fund Recipient Reporting and Record Keeping
Page 1 of 10
CITY OF MENIFEEE
COVID-19 SMALL BUSINESS ASSISTANCE CARES
GRANT AGREEMENT
(BUSINESS NAME)
This COVID-19 SMALL BUSINESS ASSISTANCE GRANT AGREEMENT
(“Agreement”) is made this ___________ day of _______ 2020 (“Effective Date”) by and
between the CITY OF MENIFEE, a California municipal corporation (“CITY”);and a business
licensed to operate in the CITY OF MENIFEE (“Business”), the Business of a grant award from
the City of Menifee’s COVID-19 Small Business Assistance Grant Program, collectively referred
to as the “Parties”.
WHEREAS, on March 18, 2020, per Resolution No. 20-869 the City of Menifee declared
a public health emergency within the City of Menifee arising from the COVID-19 outbreak, and
WHEREAS, Governor Newsom issued Executive Order N-33-20, “Stay At Home” Order,
on March 19, 2020, which prohibited all people in California from leaving their homes or
participating in social, spiritual and recreational gatherings of any kind regardless of the number
of participants, and all non-essential businesses in California State from conducting business,
within the limitations therein; and
WHEREAS, Governor Newsom issued Executive Order N-60-20, which established an
initial four-phased approach to reopening the State of California; an
WHEREAS, As of August 2020, Riverside County remains under the State of California
Department of Public Health watch list of counties being monitored for worsening coronavirus
(COVID-19) trends, and thereby is subject to significant restriction to regular business
operations, including, but not limited to, indefinite closure of bars, pubs, brewpubs, and
breweries, restricted operations for dine-in restaurants, prohibiting indoor dine in activity, and
WHEREAS, disruptions to workers and small businesses are serious, as small
businesses are the backbone of our economy, and provide the foundation of employment,
services for the community, and revenue for cities and other public agencies to continue to
provide essential services for the public welfare and benefit; and
WHEREAS, the Menifee City Council recognizes that one of its essential functions is to
secure the health and welfare of Menifee’s citizens; and
WHEREAS, resources are necessary to help small businesses survive and certain small
businesses reasonably require public aid in order to survive; and
WHEREAS, on March 18, 2020, under Resolution 20-869, the Menifee City Council
authorized the City Manager, designated as the Director of Emergency Services, to explore and
10.3.c
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implement economic development incentives, up to a maximum cumulative among of $250,000
to assist local business during the period of the emergency, and
WHEREAS, on March 27, 2020, the United States Congress adopted the Coronavirus
Aid, Relief, and Economic Security Act (“CARES Act”) which, among other things, amended
Section 601(a) of the Social Security Act and established the Coronavirus Relief Fund, as added
by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (PL
116-136), established the Coronavirus Relief Fund and appropriated $150 billion to the Fund be
used to make payments for specified uses to States and certain local governments; and
WHEREAS, guidance issued by the U.S. Treasury Department indicates that necessary
expenditures incurred due to the COVID-19 public health emergency include costs incurred to
support local businesses that suffered losses due to COVID-19 business interruptions, or
incurred costs for personal protective equipment or other materials, supplies and equipment
needed to safely operate following a COVID-19-related closure; and
WHEREAS, the Business has applied for and has been selected by the City to receive a
grant from the CARES Act COVID-19 Small Business Assistance Grant Program administered
by the City (“Grant Funds”) for allowable expenses, as set forth herein.
NOW THEREFORE, the Parties do hereby agree as follows:
AGREEMENT
1. Overview
(a) Purpose: The City of Menifee’s COVID-19 Small Business Assistance Grant
Program (“Grant Program”) provides financial assistance to City-based small businesses
impacted by the COVID-19 pandemic.
(b) Program Funding: The City of Menifee has agreed, subject to appropriation,
and pursuant to the Federal Coronavirus Aid, Relief, and Economic Security Act (CARES
Act) signed into law by President Trump on March 27, 2020 to utilize funds received
through the CARES Act Coronavirus Relief Fund to assist small businesses within the
City of Menifee. The Parties acknowledge that funding for this Agreement comes solely
as reimbursement of, or payments made to, the City from the State of California through
the CARES Act. The City has no independent obligation to provide the Business with
funds from any other source.
(c) Grant Amount: Pursuant to this Agreement, the County, through Menifee
CARES, will disburse $[grant amount] to the Business (“Grant”).
(d) Grant Use: The Grant must be used for employee salary and benefits and other
business capital and operating expenses directly related to the immediate impacts of
COVID-19 as identified in the application submitted by Business. No other use of funds
is allowed by the Business. Business shall use Grant Funds only to pay or reimbursement
of Eligible Expenses incurred during the time period set forth in Section (f) Grant Term. A
list of Eligible and Ineligible Expenses is included in Exhibit 1. In the event an expenditure
10.3.c
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is submitted that is ineligible for payment per Exhibit 1, it will not be reimbursed by the
City.
(e) Grant Disbursement: City of Menifee will disburse the Grant to the Business
within [XX] business days after all of the following have been completed: 1) all parties
have signed this Agreement, 2) the Business has submitted the required application,
financial, and disbursement forms, and 3) the Business has submitted a Safe Reopening
Plan, hereby attached as part of this Agreement.
(f) Grant Term: This Agreement will take effect on the Execution Date and
terminate on December 31, 2020 (“Grant Term”).
(g) City Liaison: The Business will be assigned an individual at City of Menifee who
will serve as a primary point of contact for questions and will connect the Business to
resources during the Grant Term.
(h) Compliance with Federal, State and Local Laws: The Business shall comply
with and obey all applicable federal, state and local laws, regulations, and ordinances.
Should the Business’ spending of the Grant Funds be inconsistent with applicable laws,
provisions of this Agreement, or otherwise inappropriate, the City shall have the right to
the return of any portion of the Funds that are later determined to have been spent in
violation of applicable laws. In the alternative, the City may recapture such funds from
payments due under this Agreement. The City shall not exercise this right until it has given
written notice of noncompliance with applicable laws or this Agreement to Business and
allowed the Business a period of ten (10) days from the date of notice for Business to
cure the noncompliance. The right of recapture provided in this section is in addition to
and not in lieu of any right which California law provides for breach of contract.
No Use of Grant Funds for Expenses Covered by Other Programs. The
Business shall not use Grant Funds to cover payroll or other employee-
related or business-associated costs for which the Business has received
other federal, state or regional funds, including without limitation funds
made available under the Payroll Protection Program (“PPP”) or
unemployment insurance compensation.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion – Lower Tier Covered Transaction. Business certifies, by signing
this Agreement that neither it nor its principals is presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal or State
department or agency.
(h) Final Report:
(i) By December 15, 2020 (“Reporting Deadline”), the Business must
provide the City with a Final Report on the operational status of the Business, the
10.3.c
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number of current employees and an accounting of the use of the Grant as of
October 31, 2020. The City will provide an online reporting template by November
1, 2020. The Business must either complete the online template, send via email,
or mail a paper copy of the completed template to the following address by the
Reporting Deadline.
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Economic Development Department
menifeecaresgrant@cityofmenifee.us
(ii) As an attachment to the Final Report, the Business must provide
documentation of its reported Grant use, such as expense receipts and payroll
filings for the periods covering the Effective Date through December 30, 2020.
(i) Repayment of Grant Funds:
(i) If the Business does not use the Grant as required by Section 1(d), then
the Business must repay the $[grant amount] to the City by January 31, 2021.
(ii) If the Business ceases operations before the end of the Grant Term, the
Business must notify the City Liaison immediately and must complete the Final
Report and repay any unused portion of the Grant to the City within thirty (30) days
of business closure.
2. General Provisions
(a) Notices, Demands, and Communications between the Parties: Formal notices,
demands, and communications between the Parties shall be given by (i) personal service; (ii)
reputable document delivery service, such as Federal Express, with a receipt showing date and
time of delivery; or (iii) certified or first-class United States mail, postage prepaid, with a receipt
showing date and time of delivery
To the City: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Economic Development Department
Email: Econdev@cityofmenifee.us
To the Business: Business Name
Address Line One
Address Line Two
Attn: Main Point of Contact
Email:
10.3.c
Packet Pg. 64 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
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Written notices, demands, and communications shall be sent in the same manner to other
addresses that any Party designates in writing.
(b) Entire Agreement; Amendments: This Agreement constitutes the entire agreement
among the Parties as to the Grant and may not be amended or modified, except in writing signed
by each of the Parties. The Business may not assign or transfer its rights and interests in this
Agreement to any other person, business or entity.
(c) No Third-Party Beneficiaries: This Agreement is not intended to create any rights or
benefits for a person or entity who is not a party, whether as a third-party beneficiary or
otherwise.
(d) Governing Laws; Venue: This Agreement shall be governed by the laws of the State
of California. Any legal action related to the performance or interpretation of this Agreement shall
be filed only in the Superior Court of the State of California located in Riverside, California, and
the parties waive any provision of law providing for a change of venue to another location. In the
event any provision in this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions will nevertheless continue in full force without
being impaired or invalidated in any way.
(e) Severability: If any term of this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the other provisions will remain in force to the extent
practicable and taking into consideration the purposes of this Agreement.
(f) Interpretation: The terms of this Agreement shall be construed in accordance with the
meaning of the language used and not for or against any Party by reason of the authorship or
any other rule of construction that might otherwise apply. The Section headings are for purposes
of convenience only and shall not be construed to limit or extend the meaning of this Agreement.
(g) Determinations; Disbursements:
(i) Any determination by the Director of Economic Development, or designee, of
fulfillment or non-fulfillment of the terms of this Agreement by the Business shall be
binding on the CITY. The CITY may request such determinations by the Director of
Economic Development as necessary.
(ii) The CITY shall have no responsibility to disburse any funds beyond the amount
that the CITY has received from the CARES Act Emergency Relief Funds or has itself
contributed for the purpose of the Grant Program.
(h) Non-Liability of Officials, Employees, and Agents: No member, official, employee or
agent of the CITY or of the Business and Community Services shall be personally liable to the
Business in the event of any default or breach by the City Council or by the CITY or for any
amount that may become due to the Business or its successors or assigns under the terms of
this Agreement.
(i) Attorney’s Fees: Each Party shall pay its own attorney’s fees.
10.3.c
Packet Pg. 65 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
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(j) Business Day Convention: If the date of any required action falls upon a weekend day
or a holiday when the County is not open for business, the required action may be deferred to
the next business day.
(k) Force Majeure: No Party will be held responsible for failing perform its responsibilities
under this Agreement if the failure results from any act of nature or other cause that is beyond
the reasonable control of the Party and that makes performance impossible or illegal.
(l) Confidentiality: Unless otherwise required by applicable law or regulation, the City of
Menifee will use best efforts to keep all reports and other information submitted by the Business
as confidential and will not make such information available publicly, except that the City (a) will
include a list of all businesses that received Grants and the individual Grant amounts, (b) may
report to the City Council the Business’s reported information concerning the operational status
of the Business and aggregate data on jobs, tax and revenue data of all businesses that received
Grants. Business shall identify any such records by clearly labeling each document with the
asserted privilege, such as confidential or trade secret, to notify City when any such privileges
may apply.
(m) Counterparts: This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which together shall be one and the same instrument. A
facsimile, .pdf copy or other electronic signature (e.g., Docusign) of this Agreement, when signed
in compliance with this Section, is an enforceable, original agreement for all purposes.
(n) Dispute Resolution: In the event that an issue regarding or arising under this
Agreement cannot be resolved by the Parties, the issue will be brought to the Director of
Business and Community Services, or designee, for final decision.
(o) Non-Discrimination: The Business will not discriminate against any individual with
regard to employment or participation or in any other manner for reasons of race, color, religion,
gender or gender identification, sexual identity, pregnancy, childbirth or related medical
conditions, national origin, age, marital status, disability or any other characteristic that is
protected by local, state or federal law.
(p) Maintenance of Records: The Business shall maintain accurate written records,
including accounting records such as invoices, sales receipts, and proof of payment, books,
documents, data and other evidence that reflects all of Business’ direct and indirect expenditures
of Grant Funds. These records must be sufficient to demonstrate that the funds have been used
in accordance with Section 601(d) of the Social Security Act. The City may at any time review
the documentation to determine the Business’ conformance with the requirements of the Grant
Funds program, and the Business shall make available to the City, upon request, all of the
Business’ records and documents with respect to all matters covered by this Agreement.
(i) The City may require the Business to provide additional documentation if the
existing documentation is deemed incomplete.
(ii) The Business shall retain all records related to this Agreement for a period of
five (5) years following the receipt of Grant Funds. These records, including materials
10.3.c
Packet Pg. 66 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
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generated under the contract, shall be subject at all reasonable times to inspection and
review by the City, and to an audit by the State of California Department of Finance, the
Office of the State Auditor, and federal and state officials so authorized by law, regulation
or agreement.
(iii) If any litigation, claim or audit is started before the expiration of the five (5) year
period provided in Section (p)(ii) above, the records shall be retained until all litigation,
claims, or audit findings involving the records have been resolved.
(iv) All Business documents and records comprising this Agreement, and all other
documents and records provided to the City by the Business, are deemed public records
subject to disclosure under the California Public Records Act. Thus, the City may be
required, upon request, to disclose the Agreement and documents or records related to
it unless an exemption under the Public Records Act or other laws applies.
(p) Administration: The City Council, the City Manager, or their designee(s), are the only
authorized City representatives who may at any time, by written order, alter this Agreement. The
Economic Development Director or designee, shall administer this Agreement on behalf of the
City.
[BUSINESS NAME]
By: ____________________________________ _________
[Name], [Title] Date
CITY OF MENIFEE, CALIFORNIA
By: ____________________________________________________ _________
Gina Gonzalez, Date
Economic Development Director
By: ____________________________________________________ _________
Armando G. Villa Date
City Manager
10.3.c
Packet Pg. 67 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
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Approved as to Form: _______________________________________ _________
Jeffrey T. Melching Date
City Attorney
Attest: __________________________________________________ _________
Sarah A. Manwaring Date
City Clerk
10.3.c
Packet Pg. 68 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
Page 9 of 10
EXHIBIT 1:– ELIGIBLE & NON-ELIGIBLE USE OF GRANT FUNDS
A. Eligible Uses of Grant Funds:
a. Payment of rent or required monthly loan payments.
b. Payments of regular wages, employee benefits and taxes; provided such expenses
have not been and, to the best knowledge of the Business, will not be reimbursed under
any federal, state or regional program, including any grant or loan programs.
c. Expenditures involved in typical operating costs, including those set forth on an income
statement as a regular, ongoing cost of operating the business.
d. Typical draws or wages paid on a regular interval to the owner; provided such draws
or wages are consistent with those paid to the owner in previous corresponding quarters,
years or other appropriate time intervals.
e. Expenses for compliance with COVID-19-related public health measures, including
personal protective equipment and supplies, plexiglass barriers or other similar
equipment and expenses reasonably necessary for the protection of public health and the
health of Business owners and employees.
B. Ineligible Uses of Program Grant Funds:
a. Political campaign contributions or donations.
b. Charitable contributions or gifts.
c. Bonus payments to Business owners, officers or employees.
d. Payment of wages to any member of the Business owner’s family who is not a bona
fide employee.
e. Draws or salary to Business owner that exceeds the amount paid over a corresponding
interval, quarter, or year in 2019.
f. Paydown or payoff of debt by more than the monthly amount required by the underlying
debt instrument.
g. Payroll and other employee- or business-associated costs for which the Business has
received or expects to receive reimbursement from other federal, state or regional funds
(e.g. Payroll Protection Program or unemployment insurance) for eligible items.
h. Damages covered by insurance.
i. Reimbursement to donors for donated items or services.
j. Severance pay.
10.3.c
Packet Pg. 69 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
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k. Legal settlements.
l. Any expense not considered an eligible business expense by the Department of the
Treasury Internal Revenue Service.
10.3.c
Packet Pg. 70 Attachment: Attachment C: Menifee CARES COVID-19 Business Grant Agreement [Revision 1] (2631 : Menifee CARES Act Funds)
RESOLUTION NO. 20-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA,
AMENDING THE FISCAL YEAR 2020/21 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2020/21
with Resolution No. 20-916 on June 3, 2020; and
WHEREAS, the City of Menifee does from time to time have unanticipated revenues
and/or unanticipated expenditures; and
WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget
resources to continue and enhance the operations of the City of Menifee; and
WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2020/21
budget as follows:
AMENDMENTS TO ADOPTED BUDGET:
Grant Fund Adopted FY 2020/21 Revenue Budget: $0
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
August 19, 2020 CalRecycle Beverage
Container Recycling
Grant
301-3848 23,125
August 19, 2020 CARES Act Funds 301-3740 1,198,820
TOTAL: $1,221,945
Amended Grant Fund FY 2020/21 Revenue Budget: $1,221,945
Grant Fund Adopted FY 2020/21 Expenditure Budget: $0
2. Record Appropriation(s):
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
August 5, 2020 CalRecycle Beverage
Container Recycling
Grant
301-4550-52425 23,125
August 19, 2020 Emergency
Declaration Expenses
(CARES)
301-4221-52214 1,098,820
August 19, 2020 Small Business
Assistance Grant
Program
301-4221-52215 100,000
Amended Grant Fund FY 2020/21 Expenditure Budget: $1,221,945
10.3.d
Packet Pg. 71 Attachment: Resolution FY 20-21 - CARES Act [Revision 2] (2631 : Menifee CARES Act Funds)
Amending the Fiscal Year 2020/21 Grant Fund Budget
2
3. Record Transfer of Funds:
FROM ACCOUNT #
TO ACCOUNT #
AMOUNT
TOTAL: 0
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY
RESOLVE AS FOLLOWS:
The annual budget for the Grant Fund for the City of Menifee for fiscal year 2020/21 is
hereby increased and amended to reflect unanticipated revenues and expenditures as follows:
Revenues:
2019 CalRecyle Beverage Container Grant 23,125
CARES Act Funds 1,198,820
Amended Grant Fund FY 2020/21 Budget $1,221,945
Expenditures:
2019 CalRecycle Beverage Container Grant 23,125
Emergency Declaration Expenses (CARES) 1,098,820
Small Business Assistance Grant Program 100,000
Amended Grant Fund FY 2020/21 Budget: $1,221,945
PASSED, APPROVED AND ADOPTED this 19th day of August 2020.
_____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________
Sarah A. Manwaring, City Clerk Jeffrey T. Melching, City Attorney
10.3.d
Packet Pg. 72 Attachment: Resolution FY 20-21 - CARES Act [Revision 2] (2631 : Menifee CARES Act Funds)
FISCAL YEAR OF GRANT AWARD:2020/2021
DATE CITY COUNCIL APPROVED:8/19/2020 RELATED RESOLUTION #(s):
City Department: City Manager's Office City Grant Administrator:
Federal Awarding Agency: Federal CFDA No:21.019
Pass-through Agency:State of California Pass-through No. :
Grant Name from Agency:
Funding Period:03/01/2020 - 12/30/2020
Reporting Requirements: Self Certification form due: July 10, 2020. Report to the State by September 1, 2020.
Reporting will cover expenditures from March 1, 2020 through June 30, 2020. Report expended or obligated since
July 1, 2020. Project expenditures through December 30, 2020.
(Example: Report to pass-through agency quarterly.)
Type of Grant:Federal/State Installments
If Other (please describe):Other
Amount from Granting Agency:$1,198,820.00
City Matching Funds:$0.00 N/A
Total Grant Amount:$1,198,820.00
City Expenditure Account Number:
301-4221-52214 and
301-4221-52215
City Revenue Account Number: 301-3740
Does the funding agency require a compliance audit?Yes
If yes, what kind of report? Single Audit
Additional reporting required:
Does the funding agency require a copy of the Single Audit report?N/A
Is this a federal grant (subject to Single Audit)?Yes
Can grant funds be carried over to other fiscal years?No
If yes, which years?:
No
City Program and/or Purpose of Grant:
If Other (please describe):
Is allocated interest a grant requirement?
When the California State Budget for FY 2020-21 was signed into law, it authorized the Department of Finance (DOF) to allocate $500 million
directly to cities to cover expenses related to the public health and public safety impacts of COVID-19. The City of Menifee will receive a total
allocation of $1,198,820.00 . Federal law specifies that these funds may only be used for unbudgeted costs incurred between March 1, 2020 and
December 30, 2020. All funds must be spent (not merely encumbered) by the end of the year.
(Example: Certain Percentage of Amount from Granting Agency)
(If new or unknown, contact Finance Department)
CITY OF MENIFEE
GRANT SUMMARY REPORT
Imelda Huerta
Department of the Treasury
TBD
FINANCE DEPARTMENT
Amended Through:
Additional Description:
If Other (please describe):
3 Installments
CARES ACT - Coronavirus Aid Relief and Economic Security
Method of Funding:
Frequency of Funding:
This Report is to be completed for each approved grant, and forwarded along with approved Council Agenda staff report to the Finance Department.
10.3.e
Packet Pg. 73 Attachment: Grant Summary Report (CARES Act Funds) (2631 : Menifee CARES Act Funds)
CITY OF MENIFEE
SUBJECT: Adoption of Ordinance Approving the Community Facilities
District No. 2020-1 (McCall Mesa)
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Rochelle Clayton, Deputy City Manager
REVIEWED BY: Rochelle Clayton, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Adopt an Ordinance Approving the Community Facilities District No. 2020-1 (McCall Mesa).
DISCUSSION
At the August 5, 2020 City Council hearing, this Ordinance was introduced for first reading. This
is the required second reading and adoption. The Ordinance will become effective thirty (30)
days from the date of adoption.
FISCAL IMPACT
The District will be required to annually levy special taxes on all of the taxable property within
the CFD in order to pay for the costs of facilities, debt service on bonds and administration of
the CFD. Any bonds issued by the District are NOT obligations of the City and will be secured
solely by the special taxes levied in the CFD. Lennar Homes has made a deposit to pay for the
costs of forming the CFD. The Resolution of Intention, Section 13 approved a form of a
Reimbursement Agreement to reimburse the developer for these costs if and when bonds are
issued for CFD.
ATTACHMENTS
1. Ordinance - CFD 2020-1 (McCall Mesa)
10.4
Packet Pg. 74
809/031858-0027
15242852.1 a08/14/20
ORDINANCE NO. 2020-___
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
MENIFEE, CALIFORNIA ACTING IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT
NO. 2020-1 (MCCALL MESA) OF THE CITY OF MENIFEE
AUTHORIZING THE LEVY OF SPECIAL TAXES
WHEREAS, on May 20, 2020, the City Council (the “City Council”) of the City of Menifee
(the “City”) adopted Resolution No. 20-891 declaring its intention to form Community Facilities
District No. 2020-1 (McCall Mesa) of the City of Menifee (the “District”) pursuant to the Mello-
Roos Community Facilities Act of 1982, as amended, comprising Chapter 2.5 of Part 1 of Division
2 of Title 5 of the Government Code of the State of California (the “Act”), and its Resolution No. 20-
892 declaring its intention to incur bonded indebtedness for the District; and
WHEREAS, on August 5, 2020, after providing all notice required by the Act, the City
Council conducted a noticed public hearing required by the Act relative to the proposed formation
of the District, the proposed levy of a special tax therein to finance certain public facilities
described in Resolution No. 20-891 and to secure the payment of any bonded indebtedness of
the District, and the proposed issuance of up to $18,000,000 of bonded indebtedness as
described in Resolution No. 20-892; and
WHEREAS, at the August 5, 2020 public hearing, all persons desiring to be heard on all
matters pertaining to the formation of the District and the proposed levy of the special tax to
finance the facilities described in Resolution No.20-891 and to secure the payment of up to
$18,000,000 of bonded indebtedness of the District as described in Resolution No. 20-892 (the
“Bonds”) were heard and a full and fair hearing was held; and
WHEREAS, on August 5, 2020, the City Council adopted Resolution Nos. 20-941 and 20-
943 which formed the District and called a special election within the District on Augut 5, 2020 on
three propositions relating to the levy of a special tax within the District, the issuance of the Bonds
and the establishment of an appropriations limit within the District; and
WHEREAS, on August 5, 2020, a special election was held within the District at which the
qualified electors approved by more than a two-thirds vote Propositions A, B and C authorizing
the levy of a special tax within the District for the purposes described in Resolution No. 20-891,
the issuance of the Bonds as described in Resolution No. 20-893 and establishing an
appropriations limit for the District; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE ACTING IN ITS
CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2020-
1 (MCCALL MESA) OF THE CITY OF MENIFEE ORDAINS AS FOLLOWS:
1. The above recitals are all true and correct.
2. By the passage of this Ordinance, the City Council authorizes and levies special
taxes within the District pursuant to Sections 53328 and 53340 of the Act at the rates and in
accordance with the rate and method of apportionment set forth in Attachment C to Resolution
No. 20-891, which is incorporated by reference herein (the “Rate and Method”). The special taxes
are hereby levied commencing in the fiscal year specified in the Rate and Method and in each
fiscal year thereafter until payment in full of the Bonds (including any bonds issued to refund the
10.4.a
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Bonds), payment of all costs of the public facilities and services authorized to be financed by the
District, and payment of all costs of administering the District.
3. Each of the Mayor, the City Manager, the Deputy City Manager, or their written
designees (each, an “Authorized Officer”), acting alone, is hereby authorized and directed each
fiscal year to determine the specific special tax rates and amounts to be levied in such fiscal year
on each parcel of real property within the District, in the manner and as provided in the Rate and
Method. The special tax rate levied on a parcel pursuant to the Rate and Method shall not exceed
the maximum rate set forth in the Rate and Method for such parcel, but the special tax may be
levied at a lower rate. Each Authorized Officer is hereby authorized and directed to provide all
necessary information to the Treasurer-Tax Collector of the County of Riverside and to otherwise
take all actions necessary in order to effect proper billing and collection of the special tax, so that
the special tax shall be levied and collected in sufficient amounts and at times necessary to satisfy
the financial obligations of the District in each fiscal year, and with respect to the Special Tax,
until the Bonds are paid in full, the facilities have been paid for, and provision has been made for
payment of all of the administrative costs of the District.
4. Properties or entities of the state, federal or other local governments shall be
exempt from the special tax, except as otherwise provided in Sections 53317.3 and 53317.5 of
the Act and Section F of the Rate and Method. No other properties or entities are exempt from
the special tax unless the properties or entities are expressly exempted in Resolution No. 20-891
or in a resolution of consideration to levy a new special tax or special taxes or to alter the rate or
method of apportionment or an existing special tax as provided in Section 53334 of the Act.
5. All of the collections of the special tax shall be used as provided for in the Act, the
Rate and Method and Resolution No. 20-891.
6. The special tax shall be collected in the same manner as ordinary ad valorem
property taxes are collected and shall be subject to the same penalties and the same procedure,
sale and lien priority in case of delinquency as is provided for ad valorem taxes (which such
procedures include the exercise of all rights and remedies permitted by law to make corrections,
including, but not limited to, the issuance of amended or supplemental tax bills), as such
procedure may be modified by law or by this City Council from time to time.
7. As a cumulative remedy, if any amount levied as a special tax for payment of the
interest or principal of the Bonds (including any bonds issued to refund the Bonds), together with
any penalties and other charges accruing under this Ordinance, are not paid when due, the City
Council may, not later than four years after the due date of the last installment of principal on the
Bonds (including any bonds issued to refund the Bonds), order that the same be collected by an
action brought in the superior court to foreclose the lien of such special tax, as authorized by the
Act.
8. The Mayor of the City shall sign this Ordinance and the City Clerk or Deputy City
Clerk (referred to herein as the “City Clerk”) shall attest to the Mayor’s signature and then cause
the same to be published within fifteen (15) days after its passage at least once in The Press
Enterprise, a newspaper of general circulation published and circulated in the City of Menifee.
9. The specific authorization for adoption of this Ordinance is pursuant to the
provisions of Section 53340 of the Act.
10.4.a
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10. The City Clerk is hereby authorized to transmit a certified copy of this ordinance to
the Treasurer-Tax Collector of the County of Riverside, and to perform all other acts which are
required by the Act, this Ordinance or by law in order to accomplish the purpose of this Ordinance.
11. A full reading of this Ordinance is dispensed with prior to its final passage, a written
or printed copy having been available to the City Council and the public a day prior to its final
passage.
12. This Ordinance shall take effect thirty days after its final passage.
This Ordinance was introduced and read on the 5th of August, 2020 and PASSED,
APPROVED AND ADOPTED this 19th day of August, 2020.
ATTEST:
Sarah A. Manwaring, City Clerk
APPROVED:
Bill Zimmerman, Mayor
APPROVED AS TO FORM:
Jeffrey T. Melching, City Attorney
10.4.a
Packet Pg. 77 Attachment: Ordinance - CFD 2020-1 (McCall Mesa) [Revision 1] (2609 : Ordinance Approving CFD No. 2020-1)
CITY OF MENIFEE
SUBJECT: Adoption of Ordinance Approving Community Facilities
District No. 2020-2 (Del Oro)
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Rochelle Clayton, Deputy City Manager
REVIEWED BY: Rochelle Clayton, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Adopt an Ordinance approving the Community Facilities District No. 2020-2 (Del Oro).
DISCUSSION
At the August 5, 2020 City Council hearing, this Ordinance was introduced for first reading. This
is the required second reading and adoption. The Ordinance will become effective thirty (30)
days from the date of adoption.
FISCAL IMPACT
The District will be required to annually levy special taxes on all of the taxable property within
the CFD in order to pay for the costs of facilities, debt service on bonds and administration of
the CFD. Any bonds issued by the District are NOT obligations of the City and will be secured
solely by the special taxes levied in the CFD. Strata Homes has made a deposit to pay for the
costs of forming the CFD. The Resolution of Intention, Section 13 approved a form of a
Reimbursement Agreement to reimburse the developer for these costs if and when bonds are
issued for CFD.
ATTACHMENTS
1. Ordinance - CFD 2020-2 (Del Oro)
10.5
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124/031858-0027
14867899.4 a08/14/20
ORDINANCE NO. 2020-___
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
MENIFEE, CALIFORNIA ACTING IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT
NO. 2020-2 OF THE CITY OF MENIFEE (DEL ORO)
AUTHORIZING THE LEVY OF SPECIAL TAXES
WHEREAS, on May 20, 2020, the City Council (the “City Council”) of the City of Menifee
(the “City”) adopted Resolution No. 20-889 declaring its intention to form Community Facilities
District No. 2020-2 of the City of Menifee (Del Oro) (the “District”) pursuant to the Mello-Roos
Community Facilities Act of 1982, as amended, comprising Chapter 2.5 of Part 1 of Division 2 of
Title 5 of the Government Code of the State of California (the “Act”), and its Resolution No. 20-
890 declaring its intention to incur bonded indebtedness for the District; and
WHEREAS, on August 5, 2020, after providing all notice required by the Act, the City
Council conducted a noticed public hearing required by the Act relative to the proposed formation
of the District, the proposed levy of a special tax therein to finance certain public facilities
described in Resolution No. 20-889 and to secure the payment of any bonded indebtedness of
the District, and the proposed issuance of up to $4,000,000 of bonded indebtedness as described
in Resolution No. 20-890; and
WHEREAS, at the August 5, 2020 public hearing, all persons desiring to be heard on all
matters pertaining to the formation of the District and the proposed levy of the special tax to
finance the facilities described in Resolution No.20-889 and to secure the payment of up to
$4,000,000 of bonded indebtedness of the District as described in Resolution No. 20-890 (the
“Bonds”) were heard and a full and fair hearing was held; and
WHEREAS, on August 5, 2020, the City Council adopted Resolution Nos. 20-944 and 20-
946 which formed the District and called a special election within the District on August 5, 2020
on three propositions relating to the levy of a special tax within the District, the issuance of the
Bonds and the establishment of an appropriations limit within the District; and
WHEREAS, on August 5, 2020, a special election was held within the District at which the
qualified electors approved by more than a two-thirds vote Propositions A, B and C authorizing
the levy of a special tax within the District for the purposes described in Resolution No. 20-889,
the issuance of the Bonds as described in Resolution No. 20-890 and establishing an
appropriations limit for the District; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE ACTING IN ITS
CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2020-
2 OF THE CITY OF MENIFEE (DEL ORO) ORDAINS AS FOLLOWS:
1. The above recitals are all true and correct.
2. By the passage of this Ordinance, the City Council authorizes and levies special
taxes within the District pursuant to Sections 53328 and 53340 of the Act at the rates and in
accordance with the rate and method of apportionment set forth in Attachment C to Resolution
No. 20-889, which is incorporated by reference herein (the “Rate and Method”). The special taxes
are hereby levied commencing in the fiscal year specified in the Rate and Method and in each
fiscal year thereafter until payment in full of the Bonds (including any bonds issued to refund the
10.5.a
Packet Pg. 79 Attachment: Ordinance - CFD 2020-2 (Del Oro) [Revision 2] (2610 : Ordinance Approving CFD No. 2020-2)
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Bonds), payment of all costs of the public facilities authorized to be financed by the District, and
payment of all costs of administering the District.
3. Each of the Mayor, the City Manager, the Deputy City Manager, or their written
designees (each, an “Authorized Officer”), acting alone, is hereby authorized and directed each
fiscal year to determine the specific special tax rates and amounts to be levied in such fiscal year
on each parcel of real property within the District, in the manner and as provided in the Rate and
Method. The special tax rate levied on a parcel pursuant to the Rate and Method shall not exceed
the maximum rate set forth in the Rate and Method for such parcel, but the special tax may be
levied at a lower rate. Each Authorized Officer is hereby authorized and directed to provide all
necessary information to the Treasurer-Tax Collector of the County of Riverside and to otherwise
take all actions necessary in order to effect proper billing and collection of the special tax, so that
the special tax shall be levied and collected in sufficient amounts and at times necessary to satisfy
the financial obligations of the District in each fiscal year, and with respect to the Special Tax,
until the Bonds are paid in full, the facilities have been paid for, and provision has been made for
payment of all of the administrative costs of the District.
4. Properties or entities of the state, federal or other local governments shall be
exempt from the special tax, except as otherwise provided in Sections 53317.3 and 53317.5 of
the Act and Section F of the Rate and Method. No other properties or entities are exempt from
the special tax unless the properties or entities are expressly exempted in Resolution No. 20-20-
889 or in a resolution of consideration to levy a new special tax or special taxes or to alter the rate
or method of apportionment or an existing special tax as provided in Section 53334 of the Act.
5. All of the collections of the special tax shall be used as provided for in the Act, the
Rate and Method and Resolution No. 20-889.
6. The special tax shall be collected in the same manner as ordinary ad valorem
property taxes are collected and shall be subject to the same penalties and the same procedure,
sale and lien priority in case of delinquency as is provided for ad valorem taxes (which such
procedures include the exercise of all rights and remedies permitted by law to make corrections,
including, but not limited to, the issuance of amended or supplemental tax bills), as such
procedure may be modified by law or by this City Council from time to time.
7. As a cumulative remedy, if any amount levied as a special tax for payment of the
interest or principal of the Bonds (including any bonds issued to refund the Bonds), together with
any penalties and other charges accruing under this Ordinance, are not paid when due, the City
Council may, not later than four years after the due date of the last installment of principal on the
Bonds (including any bonds issued to refund the Bonds), order that the same be collected by an
action brought in the superior court to foreclose the lien of such special tax, as authorized by the
Act.
8. The Mayor of the City shall sign this Ordinance and the City Clerk or Deputy City
Clerk (referred to herein as the “City Clerk”) shall attest to the Mayor’s signature and then cause
the same to be published within fifteen (15) days after its passage at least once in The Press
Enterprise, a newspaper of general circulation published and circulated in the City of Menifee.
9. The specific authorization for adoption of this Ordinance is pursuant to the
provisions of Section 53340 of the Act.
10.5.a
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10. The City Clerk is hereby authorized to transmit a certified copy of this ordinance to
the Treasurer-Tax Collector of the County of Riverside, and to perform all other acts which are
required by the Act, this Ordinance or by law in order to accomplish the purpose of this Ordinance.
11. A full reading of this Ordinance is dispensed with prior to its final passage, a written
or printed copy having been available to the City Council and the public a day prior to its final
passage.
12. This Ordinance shall take effect thirty days after its final passage.
This Ordinance was introduced and read on the 5th of August, 2020 and PASSED,
APPROVED AND ADOPTED this 19th day of August, 2020.
ATTEST:
Sarah A. Manwaring, City Clerk
APPROVED:
Bill Zimmerman, Mayor
APPROVED AS TO FORM:
Jeffrey T. Melching, City Attorney
10.5.a
Packet Pg. 81 Attachment: Ordinance - CFD 2020-2 (Del Oro) [Revision 2] (2610 : Ordinance Approving CFD No. 2020-2)
CITY OF MENIFEE
SUBJECT: Bond Reduction for Tract 37102. Skyview Development, by
Ridgemore Investment, LLC
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Heron, Assistant Engineer
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Accept public improvements consisting of road, drainage, sewer system and water
system improvements for Tract Map (TM) 37102, a 5.59 gross acres of land subdivided
into 21 residential lots located north of Ridgemoor Road and west of Valley Boulevard;
and
2. Approve the 90% Bond Reduction.
DISCUSSION
Tract Map (TM) 37102, a 5.59 gross acre of land subdivided into 21 residential lots located
north of Ridgemoor Road and west of Valley Boulevard was approved by the City of Menifee on
September 22, 2017. To comply with the project’s conditions of approval, the developer
Ridgemore Investment LLC., entered into the attached bonds and agreements with the City of
Menifee on April 4, 2017, and posted securities to guarantee completion of required
improvements.
Ridgemore Investment, LLC. has completed the required improvements and is requesting that
the City accept the completed improvements and include into the City’s maintenance program
and accept a 10% warranty bond to be held for one year. Public Works and Engineering
Department Construction Inspection Division staff inspected the completed improvements and
determined the improvements have been constructed according to the approved plans and City
standards; therefore, staff recommends approval of the 90% bond reduction as summarized on
the following page.
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City of Menifee Staff Report
Bond Reduction for Tract 37102
August 19, 2020
Page 2 of 2
A. Existing Tract 37102 Improvements
Improvement Security Faithful
Performance
Labor & Material
Streets and Drainage PB02497500487 $ 593,500 $ 296,750
Water PB02497500487 $ 57,500 $ 28,750
Sewer PB02497500487 $ 37,000 $ 18,500
Total $ 688,500 $ 344,000
B. 90% Reduced Bonds
Improvement Security Faithful
Performance
Labor & Material
Streets and Drainage PB02497500487 $ 59,350 N/A
Water PB02497500487 $ 5,750 N/A
Sewer PB02497500487 $ 3,700 N/A
Total $ 68,850 N/A
FISCAL IMPACT
The cost of processing the bond reduction has no impact on the General Fund. The developer
has paid the necessary fees and deposits for such services.
ATTACHMENTS
1. Vicinity Map
2. Executed Bonds & Agreements
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10.6.aPacket Pg. 84Attachment: Vicinity Map (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 85Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 86Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 87Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 88Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 89Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 90Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 91Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 92Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 93Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 94Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 95Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 96Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 97Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 98Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 99Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 100Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 101Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 102Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 103Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 104Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 105Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 106Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 107Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 108Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 109Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 110Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 111Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 112Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 113Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 114Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 115Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
10.6.bPacket Pg. 116Attachment: Executed Bonds & Agreements (2615 : Bond Reduction for Tract 37102)
CITY OF MENIFEE
SUBJECT: Bond Reduction for Audie Murphy Road South
Improvements, Audie Murphy Ranch Development by Sutter
Mitland 01, LLC
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Heron, Assistant Engineer
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Accept Audie Murphy Road - South (Phase 1) completed public improvements
consisting of road, drainage, sewer and water system improvements for Parcel Map
32269, located along Newport Road and Audie Murphy Road; and
2. Approve the 90% Bond Reduction.
DISCUSSION
Parcel Map (PM) 32269, an 1,121-acre land subdivided into 24 larger parcels, is the underlying
parcel map for the development of the Audie Murphy Ranch (AMR) project located along
Newport Road and Audie Murphy Road. The Parcel Map was approved and recorded by the
County of Riverside on May 1, 2007 prior to City incorporation. The 24 larger parcels were
further subdivided through several tract maps into the 2,129 single family units that will make up
the AMR project at build-out.
To comply with the project’s conditions of approval, the master developer, Sutter Mitland 01,
LLC, entered into a faithful performance agreement with the City of Menifee on April 19, 2016,
and posted two securities to guarantee the construction of the main backbone street
improvements that will serve as access to the AMR development. These backbone street
improvements are the Audie Murphy Road-South and the Audie Murphy Road-North. Together
these two roads are commonly referred to as the Audie Murphy Loop Roads, the backbone
roads providing main access to the various communities within the AMR development by
connecting the loop roads to the existing offsite Goetz Road.
Sutter Mitland 01, LLC constructed the loop roads in two phases, Phase 1 includes the south
loop, and Phase 2 includes the north loop. On June 20, 2018, upon substantial completion of
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City of Menifee Staff Report
Bond Reduction, PM 32269 Phase 1
August 19, 2020
Page 2 of 3
the south loop, the City of Menifee approved the 50% bond reduction of the securities held in
place for Phase 1 of the improvements.
Sutter Mitland 01, LLC has now fully completed Phase 1 and is requesting the City to accept the
completed improvements into the City maintenance system and retain a 10% warranty bond for
one year. Public Works and Engineering Department Construction and Inspection staff
inspected the completed improvements and determined the improvements have been
constructed according to approved plans and City Standards; therefore, staff recommends the
approval of the 90% bond reduction as summarized below:
A. Existing PM32269 50% Bond:
Improvement Security Faithful
Performance
Labor & Material
Streets and Drainage
TM5190090 /
015050546
$ 2,865,500 $ 1,432,750
Water $ 517,250 $ 258,625
Recycled Water $ 238,250 $ 119,125
Sewer $ 2,103,250 $ 1,051,625
Total $ 5,724,250 $ 2,862,125
B. 10% Warranty Bonds:
Improvement Security Faithful
Performance
Labor & Material
Streets and Drainage
TM5190090 /
015050546
$ 573,100 N/A
Water $ 103,450 N/A
Recycled Water $ 47,650 N/A
Sewer $ 420,650 N/A
Total $ 1,144,850 N/A
FISCAL IMPACT
The impact to City infrastructure and services brought by the AMR project are mitigated through
payment of development impact fees and special district taxes and assessments. The additional
units to the City’s housing population will contribute to the City’s economic growth through
generated sales and property taxes.
10.7
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City of Menifee Staff Report
Bond Reduction, PM 32269 Phase 1
August 19, 2020
Page 3 of 3
There is no impact to the general fund as the developer paid the necessary fees and deposits to
pay for the inspection of completed facilities, and review and processing of documents required
for bond reduction.
ATTACHMENTS
1. Parcel Map 32269
2. Surety Rider
3. PM 32269 - Improvement Bond Phasing
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10.7.a
Packet Pg. 120 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 121 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 122 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 123 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 124 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 125 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 126 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 127 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 128 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 129 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 130 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.a
Packet Pg. 131 Attachment: Parcel Map 32269 (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.bPacket Pg. 132Attachment: Surety Rider (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.bPacket Pg. 133Attachment: Surety Rider (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.bPacket Pg. 134Attachment: Surety Rider (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.bPacket Pg. 135Attachment: Surety Rider (2577 : Bond Reduction, PM 32269 Phase 1)
10.7.bPacket Pg. 136Attachment: Surety Rider (2577 : Bond Reduction, PM 32269 Phase 1)
INTERSTATE
INTERSTATE
10.7.c
Packet Pg. 137 Attachment: PM 32269 - Improvement Bond Phasing (2577 : Bond Reduction, PM 32269 Phase 1)
CITY OF MENIFEE
SUBJECT: Bond Release for Backbone Improvements, Menifee Town
Center, Stark Menifee Land, LLC
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Heron, Assistant Engineer
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Approve the release of the 10% Security Bonds for Public Improvements associated with Parcel
Map 36299-1, a subdivision of 127 gross acres for 26 commercial and residential parcels
located south of Newport Road and along Town Center Drive.
DISCUSSION
Parcel Map (PM) 36299-1, a 127-acre land subdivided into 26 parcels for commercial and
residential uses, is the underlying parcel map for the development of the Menifee Town Center
project located south of Newport Road and along Town Center Drive. The parcel map was
approved and recorded by the City of Menifee on April 28, 2015. The 26 parcels were
purchased by several merchant builders from the master developer, which at build-out will be
the site for the development of commercial offices, commercial retail establishments and
residential single family homes and an apartment complex.
To comply with the project’s conditions of approval, the master developer, Stark Menifee Land,
LLC, entered into a faithful performance agreement with the City of Menifee on April 20, 2017
and posted three securities to guarantee the construction of the main backbone improvements
and a traffic signal that will serve as access to the Menifee Town Center development. On
November 7, 2018 Stark Menifee Land, LLC, entered into a “Street Slurry Agreement” to pay for
the future resurfacing of the streets within PM 36299-1. On December 18, 2018 the remaining
required improvements were completed to City specifications; therefore, the City reduced the
improvement bonds, and retained 10% as warranty to guarantee workmanship, which can be
released upon city approval.
The master developer is now requesting the release of the 10% warranty bond. Staff completed
a field review of the project and determined all required improvements have been completed to
City specifications and standards and all project conditions have been met to allow for the full
release of said bonds.
10.8
Packet Pg. 138
City of Menifee Staff Report
Release of Bonds for Backbone Improvements, Menifee Town Center, Stark Menifee Land, LLC
August 19, 2020
Page 2 of 2
The 10% Warrantee Bonds requested for release are listed in the following, and depicted in the
attachements.
A. La Piedra-Great Oak Improvements (IP15-004)
Improvement Security Faithful
Performance
Labor &
Materials
Streets and Drainage, Water, Sewer 1148537 $ 173,100 N/A
B. Loop Roads Improvements (IP14-036)
Improvement Security Faithful
Performance
Labor &
Materials
Streets and Drainage, Water, Sewer 1148538 $ 280,950 N/A
C. Traffic Signal Improvements (IP15-004)
Improvement Security Faithful
Performance
Labor &
Materials
Traffic Signal 1148696 $ 45,100 N/A
FISCAL IMPACT
There is no impact to the General Fund; the developer paid the necessary fees and deposits for
the City to provide the services required in the preparation of the recommended bond release.
ATTACHMENTS
1. PM36299-1 Bond Release Location Exhibit
2. La Piedra - Great Oak (IP15-004) General Purpose Rider
3. Traffic Signal (IP15-004) General Purpose Rider
4. Loop Roads (IP14-036) General Purpose Rider
5. 36299-1 PM Stark Menifee Land, LLC. - Agreement
10.8
Packet Pg. 139
IP14-036 Bond Release - Loop Roads
IP15-004 Bond Release - Great Oak and La Piedra
IP15-004TS Bond release - Traffic Signal
PM36299-1 Bond Release
Location Exhibit
The Townes at
Menifee Town
Center
Tract 37178
Camden Place
Tract 37067
Centerpointe
Shopping
Center
Krikorian
Theater
Menifee Justice
Center
"Artesa"
Apartments
"Artesa"
Apartments
"Cortana Club"
MTC Rec
Center
The Village at
Menifee Town
Center
Tract 37179
Park Location
Future City Hall
Location
10.8.a
Packet Pg. 140 Attachment: PM36299-1 Bond Release Location Exhibit (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark Menifee Land, LLC)
10.8.b
Packet Pg. 141 Attachment: La Piedra - Great Oak (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town
10.8.b
Packet Pg. 142 Attachment: La Piedra - Great Oak (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town
10.8.b
Packet Pg. 143 Attachment: La Piedra - Great Oak (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town
10.8.c
Packet Pg. 144 Attachment: Traffic Signal (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.c
Packet Pg. 145 Attachment: Traffic Signal (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.c
Packet Pg. 146 Attachment: Traffic Signal (IP15-004) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.d
Packet Pg. 147 Attachment: Loop Roads (IP14-036) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.d
Packet Pg. 148 Attachment: Loop Roads (IP14-036) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.d
Packet Pg. 149 Attachment: Loop Roads (IP14-036) General Purpose Rider (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center, Stark
10.8.ePacket Pg. 150Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 151Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 152Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 153Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 154Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 155Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 156Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 157Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
10.8.ePacket Pg. 158Attachment: 36299-1 PM Stark Menifee Land, LLC. - Agreement (2596 : Release of Bonds for Backbone Improvements, Menifee Town Center,
CITY OF MENIFEE
SUBJECT: Survey Monument Bond Release for Tract Map 30812,
Boulder Estates by Menifee-La Piedra Road 29, LLC
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Heron, Assistant Engineer
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Approve the release of the Subdivision Monument Bond for Tract 30812, an 18.64 gross acres
of land subdivided into 69 residential lots located north of La Piedra Road and east of Murrieta
Road.
DISCUSSION
The attached Tract Map (TM) 30812, an 18.64 gross acres of land subdivided into 29 residential
lots located north of La Piedra Road and east of Murrieta Road was approved by City Council
on December 9, 2008. To comply with the project’s conditions of approval, the developer.
Menifee – La Piedra Road 29, LLC., entered into the attached Survey Monument Bond and
Agreement with the City of Menifee on June 18, 2018, and posted securities to guarantee the
correct placement of survey monuments for TM 30812.
Menifee – La Piedra Road 29, LLC. has completed the correct placement of survey monuments
and is requesting release of the Survey Monument Bond. Public Works and Engineering
Department survey staff inspected the monuments and determined the placement has been
completed according to City standards; therefore, staff recommends approval of the bond
release as summarized below.
A. Existing Survey Monument Bond
Improvements Security Faithful
Performance
Labor & Material
Survey Monuments 0733863 $ 28,400 N/A
10.9
Packet Pg. 159
City of Menifee Staff Report
Release of Survey Monument Bond for Tract Map 30812
August 19, 2020
Page 2 of 2
FISCAL IMPACT
The processing of the release of the Survey Monument Bond has no fiscal impact on the
General Fund. The developer paid the necessary fees and deposits for such services.
ATTACHMENTS
1. Tract No. 30812
2. Subdivision Monument Bond and Agreement
10.9
Packet Pg. 160
10.9.aPacket Pg. 161Attachment: Tract No. 30812 (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.aPacket Pg. 162Attachment: Tract No. 30812 (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.aPacket Pg. 163Attachment: Tract No. 30812 (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.aPacket Pg. 164Attachment: Tract No. 30812 (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.aPacket Pg. 165Attachment: Tract No. 30812 (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 166Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 167Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 168Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 169Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 170Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 171Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 172Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 173Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 174Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 175Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
10.9.bPacket Pg. 176Attachment: Subdivision Monument Bond and Agreement (2621 : Release of Survey Monument Bond for Tract Map 30812)
CITY OF MENIFEE
SUBJECT: 2019/2020 CalRecycle Beverage Container Recycling Grant
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Gehrki, Management Analyst
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Accept the Fiscal Year 2019/20 CalRecycle Beverage Container Recycling
City/County Program payment in the amount of $23,125 and authorize staff to
administer the program; and
2. Authorize an increase in revenue and appropriation of expenditures in the amount
of $23,125 to a project account as assigned by the Finance Department; and
3. Authorize the City Manager, or his designee, to execute all necessary documents to
implement this project/program.
DISCUSSION
The CalRecycle Beverage Container Recycling City/County Payment Program provides local
jurisdictions with funding specifically purposed for beverage container recycling and litter
cleanup activities. Pursuant to Public Resources Code Section 14581(a)(3)(A) of the California
Beverage Container Recycling and Litter Reduction Act, CalRecycle distributes funding
annually to eligible cities and counties. Payments are calculated based on benefitting agencies
populations as of January 1st of the current year.
Upon receipt of program payments, the City will have two years to expend all funds received
and provide detailed expenditure reports with supporting documents. Generally, eligible
activities under this program include new or existing recycling programs, neighborhood drop-
off recycling programs, public education promoting beverage container recycling and other
similar activities.
The City of Menifee was offered $23,125 for Fiscal Year 2019/20 based on CalRecycle’s
calculation.
10.10
Packet Pg. 177
City of Menifee Staff Report
2019/2020 CalRecycle Beverage Container Recycling Grant
August 19, 2020
Page 2 of 2
FISCAL IMPACT
The fiscal impact resulting from acceptance of the Fiscal Year 2019/20 CalRecycle Grant will
result in an increase of $23,125 in grant revenue and an appropriation in expenditures in a
project account assigned by the Finance Department.
ATTACHMENTS
1. Resolution FY 20-21 - CalRecycle
2. GRANT SUMMARY REPORT FY19-20 CalRecycle Beverage Container Recycling
Grant
10.10
Packet Pg. 178
RESOLUTION NO. 20-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA,
AMENDING THE FISCAL YEAR 2020/21 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2020/21 with
resolution 20-916 on June 3rd, 2020; and
WHEREAS, the City of Menifee does from time to time have unanticipated expenditures
arise; and
WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget
resources to continue the operations of the City of Menifee; and
WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2020/21
budget as follows:
AMENDMENTS TO ADOPTED BUDGET:
Grant Fund Adopted FY 2020/21 Revenue Budget: $0
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
August 19, 2020 CalRecycle Beverage
Container Recycling
Grant
301-3848 23,125
TOTAL: $23,125
Amended Grant Fund FY 2020/21 Revenue Budget: $23,125
Grant Fund Adopted FY 2020/21 Expenditure Budget: $0
2. Record Appropriation(s):
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
August 19, 2020 CalRecycle Beverage
Container Recycling
Grant
301-4550-52425 23,125
Amended Grant Fund FY 2020/21 Expenditure Budget: $23,125
3. Record Transfer of Funds:
FROM ACCOUNT #
TO ACCOUNT #
AMOUNT
10.10.a
Packet Pg. 179 Attachment: Resolution FY 20-21 - CalRecycle [Revision 4] (2590 : 2019/2020 CalRecycle Beverage Container Recycling Grant)
City of Menifee Resolution No. 20-XXX
Amending the Fiscal Year 2020/21 Grant Fund Budget
2
TOTAL: 0
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY
RESOLVE AS FOLLOWS:
The annual budget for the Grant Fund for the City of Menifee for fiscal year 2020/21 is
hereby increased and amended to reflect unanticipated revenues and expenditures as follows:
Revenues:
2019 CalRecyle Beverage Container Grant 23,125
Amended Grant Fund FY 2020/21 Budget $23,125
Expenditures:
2019 CalRecycle Beverage Container Grant 23,125
Amended Grant Fund FY 2020/21 Budget: $23,125
PASSED, APPROVED AND ADOPTED this 19th day of August 2020.
_____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________
Sarah A. Manwaring, City Clerk Jeffrey T. Melching, City Attorney
10.10.a
Packet Pg. 180 Attachment: Resolution FY 20-21 - CalRecycle [Revision 4] (2590 : 2019/2020 CalRecycle Beverage Container Recycling Grant)
FISCAL YEAR OF GRANT AWARD: 2019/2020
DATE CITY COUNCIL APPROVED: 8/19/2020 RELATED RESOLUTION #(s):
City Department: Engineering City Grant Administrator:
Federal CFDA No:N/A
Pass-through No. : N/A________
Funding Period: 4/01/2020 - 3/01/2022
Reporting Requirements: Expenditure reporting through CAPRS once all program funds have been spent but no later than April 1, 2022. Supporting documentation and proof of payment for all expenditures is required.
(Example: Report to pass-through agency quarterly.)
Type of Grant: State
If Other (please describe): N/A
Amount from Granting Agency:$23,125.00
City Matching Funds:$0.00 N/A
Total Grant Amount:$23,125.00
City Expenditure Account Number:
City Revenue Account Number:
Does the funding agency require a compliance audit?Yes, per CalRecycle standards
If yes, what kind of report? Other CAPRS reporting
Additional reporting required:
Does the funding agency require a copy of the Single Audit report?No
Is this a federal grant (subject to Single Audit)?No
Can grant funds be carried over to other fiscal years?Yes
If yes, which years?: 2021/22
No
(Example: Certain Percentage of Amount from Granting Agency)
CITY OF MENIFEE
GRANT SUMMARY REPORT
Chris Gehrki
Federal Awarding Agency: N/A
TBD
FINANCE DEPARTMENT
Amended Through:
Additional Description:
If Other (please describe):
Pass-through Agency:
Grant Name from Agency: 2019/2020 CalRecycle Beverage Container Recycling Grant
Method of Funding:
Frequency of Funding:
(If new or unknown, contact Finance Department)
If Other (please describe):
City Program and/or Purpose of Grant:
CalRecycle's beverage contrainer recycling program is to reach and maintain an 80 percent recycling rate for all California
Refund Value benerage containers.Eligible cities will receive funding specifically for beverage container recycling and litter
cleanup activities. Projects implemented by cities and counties will assist in reaching and mainting this goal.
CAPRS expenditure reports
Is allocated interest a grant requirement?
This Report is to be completed for each approved grant, and forwarded along with approved Council Agenda staff report to the Finance Department.
Advanced
one-time payment
301-4550-52420
301-3848
10.10.b
Packet Pg. 181 Attachment: GRANT SUMMARY REPORT FY19-20 CalRecycle Beverage Container Recycling Grant [Revision 1] (2590 : 2019/2020 CalRecycle Beverage Container Recycling
CITY OF MENIFEE
SUBJECT: Fiscal Year 2020-2021 Capital Improvement Program
Budget Increase
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Senior Civil Engineer
REVIEWED BY: Yolanda Macalalad, Assistant City Engineer
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Adopt a Resolution to appropriate $170,000 from Fund 320 Capital Projects available fund
balance as directed in the Fiscal Impact section of this staff report.
DISCUSSION
Budget Appropriation from TUMF Reimbursement
In 2018, the City of Menifee entered into a reimbursement/credit agreement with Stark Menifee
Land, LLC (Town Center Developer) in which the City would credit or reimburse the developer
$576,555 for eligible Transportation Uniform Mitigation Fee (TUMF) improvements costs for the
widening of Newport Road along the frontage of Town Center project.
In April 2020, staff submitted a TUMF reimbursement request to WRCOG for $1,987,986 for the
cost to widen Newport Road from Haun Road to Bradley Road. The City received the full
reimbursement on June 25, 2020, after the approval of the FY20-21 CIP budget.
During the 2020-21 CIP budget preparation, staff took a conservative approach and programed
$1,067,139 of the $1,987,986 reimbursement request. This was done just in case we did not
receive to full amount of the $1,987,986 reimbursement request.
After reimbursing the developer $576,555 and programing $1,067,139 into the FY 20-21 CIP,
we are left with a balance of $344,292. Staff is recommends allocating $170,000 of this balance
to the following projects for CIP FY20-21:
- $120,000 towards the City Pavement Management Program Report (last overall update
was completed in 2016). Having an updated PMP report helps the City identify changes
in roadway network, progress of roadway maintenance, allocate future funds, and
10.11
Packet Pg. 182
City of Menifee Staff Report
FY 2020-21 CIP Budget Increase
August 19, 2020
Page 2 of 2
identify priority projects in order to maintain existing public infrastructure at acceptable
levels of service.
- $50,000 towards CIP 21-01 Murrieta Road Resurfacing (McCall Rd to Salt Creek). The
City of Menifee held a bid opening for this project on July 2, 2020; the bid results were
higher than the engineer’s estimate, which was used to program the FY 2020-21 budget
for this project. Since the lowest bid is higher than the engineer’s estimate, the
approved project budget is insufficient to cover all of the required work item costs which
include Labor Compliance and Materials testing. The project’s construction and
contingency costs will be covered by the original FY 20-21 approved project budgets; the
additional $50,000 will be used to cover the costs for Materials Testing and Labor
Compliance requirements for this project.
FISCAL IMPACT
The additional request will modify the approved FY 2020-21 CIP Budget with the following
appropriations:
Fund Account #
Fund
Balance
to be
used
Appropriation
Amount To Project To Account
#
320 Capital
Projects
Unassigned Fund
Balance
320-4530
$170,000
$120,000 Pavement Management
Plan Report
320-4551-
52800
$ 50,000
CIP 21-01 Murrieta Road
Resurfacing (McCall Blvd
to Salt Creek)
320-4555-
58099
There are no impacts to the General Fund from this fund balance appropriation.
ATTACHMENTS
1. Budget Amendment Resolution - CIP
10.11
Packet Pg. 183
RESOLUTION NO. 20-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA,
AMENDING THE FISCAL YEAR 2020/21 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2020/21 with
resolution 20-916 on June 3rd, 2020; and
WHEREAS, the City of Menifee does from time to time have unanticipated expenditures
arise; and
WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget
resources to continue the operations of the City of Menifee; and
WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2020/21
budget as follows:
AMENDMENTS TO ADOPTED BUDGET:
Capital Projects Fund Adopted FY 2020/21 Revenue Budget: $371,254
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
TOTAL:
Capital Projects Adopted FY 2020/21 Expenditure Budget: $1,649,506
2. Record Appropriation(s):
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
August 19, 2020 Pavement
Management Program
320-4551-52800 $120,000
August 19, 2020 CIP 21-01: Murrieta Rd
Resurfacing (McCall
Blvd to Salt Creek)
320-4555-58099 50,000
Amended Capital Project Fund FY 2020/21 Expenditure Budget: $1,819,506
3. Record Transfer of Funds:
FROM ACCOUNT #
TO ACCOUNT #
AMOUNT
10.11.a
Packet Pg. 184 Attachment: Budget Amendment Resolution - CIP [Revision 4] (2591 : FY 2020-21 CIP Budget Increase)
City of Menifee Resolution No. 20-XXX
Amending the Fiscal Year 2020/21 Capital Project Fund Budget
2
TOTAL: 0
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY
RESOLVE AS FOLLOWS:
The annual budget for the Capital Projects Fund for the City of Menifee for fiscal year
2020/21 is hereby increased and amended to reflect unanticipated revenues and expenditures as
follows:
Revenues:
Expenditures:
Pavement Management Program 120,000
CIP 21-01: Murrieta Rd Resurfacing Project 50,000
Amended Capital Projects Fund FY 2020/21 Budget: $1,819,506
PASSED, APPROVED AND ADOPTED this 19th day of August 2020.
_____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________
Sarah A. Manwaring, City Clerk Jeffrey T. Melching, City Attorney
10.11.a
Packet Pg. 185 Attachment: Budget Amendment Resolution - CIP [Revision 4] (2591 : FY 2020-21 CIP Budget Increase)
CITY OF MENIFEE
SUBJECT: Sports Court Resurfacing, CIP No. CS042
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Mariana Mitchell, Senior Management Analyst
REVIEWED BY: Jonathan Nicks, Community Services Director
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Approve the purchase and installation of sports court resurfacing (CIP No. CS042) at Audie
Murphy Ranch Sports Park and Spirit Park in the amount of $69,018.07.
DISCUSSION
City of Menifee sports courts are some of the most used amenities at our Parks. With the
natural wear and tear due to regular use of the courts, the Community Services Department,
with the support of the Parks, Recreation, and Trails Commission, created a Capital
Improvement Program (CIP) project, CIP No. CS042: Sports Court Resurfacing starting in Fiscal
Year 2018/19. Since the implementation of this project, staff has resurfaced several basketball
courts, created secondary lines for pickle ball, and retrofitted an old tennis court into four pickle
ball courts. In Fiscal Year 2020/21, the projects budgeted in CIP No. CS042 include resurfacing
three tennis courts and three Basketball courts between Audie Murphy Ranch Sports Park and
Spirit Park.
Spirit Park currently has three tennis courts. In Fiscal Year 2018/19, staff added secondary lines
on these tennis courts in order to make them multi-use between tennis and pickle ball while the
four pickle ball courts at La Ladera Park were under construction. Then in Fiscal Year 2019/20,
Community Services Department staff retrofitted the LED fixtures at the courts in Spirit Park to
make a brighter and safer playing experience at night. In order to complete this transformation,
these tennis courts are scheduled for renovation that will include sandblasting and resurfacing
with brighter and fresh colors as a part of the Fiscal Year 2020/21 CIP Budget.
Audie Murphy Ranch Sports Park has one basketball court and Spirit Park has two. In Fiscal
Year 2019/20, staff retrofitted the basketball courts with LED lights. Due to the daily utilization of
these courts by residents, they have been identified as the next project in line for CIP No.
CS042. In this project, staff will be completely removing the existing surface and replacing it with
new, smooth acrylic surface. The new colors of the surface will brighten up the courts and be
ready for sports again in the winter.
10.12
Packet Pg. 186
City of Menifee Staff Report
CIP No. CS042 Sports Court Resurfacing
August 19, 2020
Page 2 of 2
Additionally, as an added amenity due to the current climate amid the COVID-19 pandemic, all
the courts undergoing resurfacing will also see the installation of a hands-free hand-sanitizing
station to help keep residents healthy and safe.
In order to complete these projects, it was not necessary for Community Services to undergo
the bid process as GameTime Inc. is an established vendor through OMNIA, formally known as
US Communities, which is a cooperative purchasing organization for the public sector. This
expenditure was reviewed and recommended for approval by the Parks, Recreation and Trails
Commission at the August Regular Meeting. The total cost to remove and replace three tennis
court and three basketball court surfaces will be $69,018.07 that will exclusively be funded by
Community Facilities District (CFD) Funds.
FISCAL IMPACT
Funding for CIP No. CS042 has been included in the Capital Improvement Program (CIP)
Budget for Fiscal Year 2020/21 with all $69,018.07 coming from CFD 2012-1 Audie Murphy
account 490-4558-58104.
ATTACHMENTS
1. Menifee City Yard Sport Court Resurfacing Quote Option 3
10.12
Packet Pg. 187
City of Menifee
Attn: Bryce Howell
29995 Evans Road
Menifee, CA 92586
Phone: 951-723-3752
bhowell@cityofmenifee.us
Ship to Zip 92586
Quantity Part #Description Unit Price Amount
5 S9904S GT-Site - Post Mount Auto Holder & Receptacle SM $649.00 $3,245.00
1 INSTALL Install - Audie Murphy Ranch Park Repair/Resurface 1 Basketball Court -
-FTC to waterblast using a 3500 to 5000 PSI hydroblaster, or diamond grond existing surface. This
will expose all surface spalls and pop-outs, clean out cracks, and remove any bubbling or peeling of
existing surface.
-FTC to patch all cracks, visible pop-outs and spalls using court patch binder an grind or sand flush
with slab.
Note: cracks will re-appear due to contraction, expansion, and other existing conditions.
-FTC to surface playing area with the acrylic system for true ball bounce.
Note: squeege marks may be evident, but will fade with wear and expose to elements.
-Clean and prepare existing surface.
-Apply acrylic concrete primer to all exposed concrete
-Apply 1 coat of sand-filled acrylic resurfacer, giving surface a smooth, even, uniform finish.
-Apply 2 coats of sand-filled acrylic color for court speed.
-FTC to stripe court, utilizing line primer for sharper edges as per current game specifications, color
white.
-Prevailing Wages
$11,400.00 $11,400.00
1 INSTALL Install - Spirit Park Repair/Resurface 3 Tennis Courts & 2 Basketball Courts -
-FTC to waterblast using a 3500 to 5000 PSI hydroblaster, or diamond grond existing surface. This
will expose all surface spalls and pop-outs, clean out cracks, and remove any bubbling or peeling of
existing surface.
-FTC to patch all cracks, visible pop-outs and spalls using court patch binder an grind or sand flush
with slab.
Note: cracks will re-appear due to contraction, expansion, and other existing conditions.
-FTC to surface playing area with the acrylic system for true ball bounce.
Note: squeege marks may be evident, but will fade with wear and expose to elements.
-Clean and prepare existing surface.
-Apply acrylic concrete primer to all exposed concrete
-Apply 1 coat of sand-filled acrylic resurfacer, giving surface a smooth, even, uniform finish.
-Apply 2 coats of sand-filled acrylic color for court speed.
-FTC to stripe court, utilizing line primer for sharper edges as per current game specifications, color
white.
-FTC to paint tennis court net posts.
-Prevailing Wages
$54,035.00 $54,035.00
Contract: OMNIA Sub Total $68,680.00
Discount ($97.35)
Estimated Freight $160.00
Tax $275.42
Total $69,018.07
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/16/2020
Quote #101314-01-03
Audie Murhpy and Spirit Park Sportcourt Resurfacing Option 3
Page 1 of 4
10.12.a
Packet Pg. 188 Attachment: Menifee City Yard Sport Court Resurfacing Quote Option 3 (2613 : CIP No. CS042 Sports Court Resurfacing)
Comments
Shipping to:
29995 Evans Rd
Menifee, CA 92586
Site Address:
Audie Murphy Ranch
24331 Audie Murphy Rd South
Menifee, Ca 92584
Spirit Park
30542-30598 Berea Rd
Menifee. Ca 92584
*Freight charges are based on listed zip code and are subject to change, if shipping information changes.
Customer is responsible for offloading.
Prevailing Wages
Your sales rep is Myles Harvey at 805-320-9007. Please contact them with any questions.
Remit Payment to:
GameTime
P.O. Box 680121
Fort Payne, AL 35967
Taxes:
All applicable taxes will be added at time of invoicing unless otherwise included or a tax-exempt certificate is provided.
If sales tax exempt, you must provide a copy of certificate to be considered exempt.
Prices:
FOB Factory.
Orders:
All orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime.
Standard GameTime equipment orders over $100,000 may require a deposit of 25% at the time of order and an additional 25% at or before order ships
Standard orders with equipment, installation and surfacing are requested to be split billed.
Equipment, Taxes & Freight as noted above
Installation and Surfacing billed as completed and Due Upon Receipt.
Terms:
Cash With Order Discount-(CWO)-Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire)
are eligible for a three percent (3%) cash with order discount.
Credit terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved
prior to the order being received. Please allow at minimum 2 days for the credit review process. GameTime may also require:
Completed Project Information Sheet (if applicable)
Copies of Payment and Performance Bonds (if applicable)
A 1.5% per month finance charge will be imposed on all past due invoices.
Retainage not accepted.
Orders under $5,000 require payment with order.
DIR# 1000015526 CSLB#855664
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/16/2020
Quote #101314-01-03
Audie Murhpy and Spirit Park Sportcourt Resurfacing Option 3
Page 2 of 4
10.12.a
Packet Pg. 189 Attachment: Menifee City Yard Sport Court Resurfacing Quote Option 3 (2613 : CIP No. CS042 Sports Court Resurfacing)
INSTALLATION CONDITIONS:
ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.
STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process. Once
equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted
on the quotation.
FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown
conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional
labor or materials cost.
UTILITIES: Owner is responsible for locating any private utilities.
ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in
this quotation. If additional site work or specialized equipment is required, pricing is subject to change.
ACCEPTANCE OF QUOTATION:
Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.
Accepted By (printed): _________________________________ Title: ________________________________
Telephone: __________________________________________ Fax: ________________________________
P.O. Number:_________________________________________ Date: _______________________________
Purchase Amount: $69,018.07
SALES TAX EXEMPTION CERTIFICATE #:___________________________ FEIN#_____________________________________________
(PLEASE PROVIDE A COPY OF CERTIFICATE)
_______________________________________________ ____________________________________________
Salesperson's Signature Customer Signature
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/16/2020
Quote #101314-01-03
Audie Murhpy and Spirit Park Sportcourt Resurfacing Option 3
Page 3 of 4
10.12.a
Packet Pg. 190 Attachment: Menifee City Yard Sport Court Resurfacing Quote Option 3 (2613 : CIP No. CS042 Sports Court Resurfacing)
Customer Order Info:
BILLING INFORMATION:
Bill to: ______________________________________________________
Contact: ____________________________________________________
Address: ____________________________________________________
Address: ____________________________________________________
City, State: __________________________________ Zip: _____________
Tel: __________________________ Fax: __________________________
E-mail: ______________________________________________________
SHIPPING INFORMATION (IF DIFFERENT FROM ABOVE):
Ship to: _____________________________________________________
Contact: ____________________________________________________
Address: ____________________________________________________
Address: ____________________________________________________
City, State: __________________________________ Zip: _____________
Tel: __________________________ Fax: __________________________
E-mail: ______________________________________________________
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/16/2020
Quote #101314-01-03
Audie Murhpy and Spirit Park Sportcourt Resurfacing Option 3
Page 4 of 4
10.12.a
Packet Pg. 191 Attachment: Menifee City Yard Sport Court Resurfacing Quote Option 3 (2613 : CIP No. CS042 Sports Court Resurfacing)
CITY OF MENIFEE
SUBJECT: Park Shade Structures, CIP No. CS047
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Mariana Mitchell, Senior Management Analyst
REVIEWED BY: Jonathan Nicks, Community Services Director
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Approve the purchase of the shade structures (CIP No. CS047) for the Audie Murphy Sports
Park, Spirit Park, Silver Star Park and Centennial Park in the amount of $302,867.48.
DISCUSSION
Several park playgrounds and sport seating areas in the City are not completely shaded from
the heat of the Southern California sun. Some play structures were built with smaller shade
covers that have proven inefficient in protecting the user and ultimately makes it difficult for
residents to utilize the structures after the sun has reached mid-day. In order to address the
issue, the Community Services Department has made it a City standard that moving forward all
new play structures being developed must be covered sufficiently, and by creating Capital
Improvement projects (CIP No. CS047) to retroactively cover the existing parks currently not up
to this standard. The playgrounds that are scheduled for this improvement as a part of CIP No.
CS047 are Audie Murphy Sports Park, Spirit Park, and Silver Star Park. These parks are all in
the Audie Murphy Ranch neighborhood and have been selected because of their high
utilization.
The City currently maintains two parks, Audie Murphy Sports Park and Centennial Park, which
are equipped with baseball fields. The spectators at these parks sitting in the available
bleachers are subjected to the sweltering sun if they are to watch their family and friends play at
these baseball fields. In order to address this issue, the Community Services Department has
proposed adding a cantilever shade structure over each of the bleachers. There are eight
bleachers between the two parks and the addition of the shade will ensure proper coverage for
residents to enjoy the amenities while not worrying about sitting in the direct sun.
In order to complete these projects, it was not necessary for Community Services to undergo
the bid process, as GameTime Inc. is an established vendor through OMNIA, formally known as
US Communities, which is a cooperative purchasing organization for the public sector. This
expenditure was reviewed and recommended for approval by the Parks, Recreation and Trails
10.13
Packet Pg. 192
City of Menifee Staff Report
CIP No. CS047: Shade Structures
August 19, 2020
Page 2 of 2
Commission at the August Regular Meeting. The total cost to purchase and install shade
covers for five playgrounds and eight bleachers is $302,867.48 that will primarily be funded by
Community Facilities District (CFD) Funds.
FISCAL IMPACT
Funding for CIP No. CS047 has been included in the Capital Improvement Program (CIP)
Budget for Fiscal Year 2020/21 with $266,730.48 from CFD 2012-1 Audie Murphy account 490-
4558-58104, $35,000 from CFD 2015-2 Citywide Parks account 622-4660-58104, and $1,137
from Community Services General Fund account 100-4660-52608.
ATTACHMENTS
1. Multiple Park Shade Structures Quote Option 2
2. Rendering AMR
3. Rendering Silver Star
4. Rendering Spirit
5. Rendering Sports
10.13
Packet Pg. 193
City of Menifee
Attn: Bryce Howell
29995 Evans Road, West Annex
Menifee, CA 92586
Phone: 951-723-3752
bhowell@cityofmenifee.us
Ship to Zip 92614
Quantity Part #Description Unit Price Amount
*Audie Murphy Ranch Sports Park*
8 213000 GameTime - Swirl Cap $32.00 $256.00
16 137618 GameTime - Self Sealing Pop Rivet $0.41 $6.56
1 Custom Shade Design Superior International - AUDIE MURPHY RANCH COLUMNS FOR CUSTOM
SAIL SHADE-
(3) COLUMNS: 10” SCH 40
- 1 @ 13’ HT + 6” RECESS TO BASE PLATE.
- 2 @ 15’ HT + 6” RECESS TO BASE PLATE.
(4) COLUMNS: 12.75” OD HSS
- 1 @ 15’ HT + 6” RECESS TO BASE PLATE.
- 1 @ 17’ HT + 6” RECESS TO BASE PLATE.
- 1 @ 18’ HT + 6” RECESS TO BASE PLATE.
- 1 @ 20’ HT + 6” RECESS TO BASE PLATE.
(2) COLUMNS: 14” OD HSS @ 19’ HT + 6” RECESS TO BASE
PLATE.
FRAME COLOR: TBD
$33,072.00 $33,072.00
1 Custom Shade Design Superior International - AUDIE MURPHY RANCH CANOPIES FOR
CUSTOM SAIL SHADE-
(5) TRIANGULAR CANOPIES AS PER DRAWING WITH QUICK
TENSION AND RELEASE MECHANISMS, CABLES, & CLAMPS.
FABRIC COLOR: TBD
SHIPPING WEIGHT: 472 LBS
NOTE: COLUMNS / WALL BRACKETS MUST BE INSTALLED
BEFORE FABRIC MEASUREMENTS ARE TAKEN TO ASSURE
PROPER FIT
$24,376.00 $24,376.00
2 Engineering: Sealed
Drawings & Fees
Superior International - Engineering: Sealed Drawings & Fees - Engineering:
Sealed Drawings & Fees
$1,660.00 $3,320.00
4 QRI395 GT-Shade - GTHC201208IG $4,040.00 $16,160.00
1 INSTALL Install - Audie Murphy Ranch Sports Park Playground Shades -
Provide and Maintain Temp Fence
$1,175.00 $1,175.00
1 INSTALL Install - Demo and Remove 2-5 integrated shade $1,730.00 $1,730.00
1 INSTALL Install - Demo and Remove 5-12 integrated shade -
Install qty 8 post tops to be provided by GT
Cost amount included with demo
$1,730.00 $1,730.00
1 INSTALL Install - Install freestanding shade-
Include demo and removing PIP/spoils
Include setting posts and hanging fabric
Include PIP patching
$16,685.00 $16,685.00
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 1 of 7
10.13.a
Packet Pg. 194 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
Quantity Part #Description Unit Price Amount
1 INSTALL Install - Install freestanding triangle sail shade-
Include demo and removing PIP/spoils
Include setting posts and hanging fabric
Include PIP patching
$13,640.00 $13,640.00
1 INSTALL Install - Audie Murphy Ranch Sports Park Bleachers -
Provide and maintain temp fence fence
$1,175.00 $1,175.00
1 INSTALL Install - Audie Murphy Ranch Sports Park Bleachers -
Install qty 4 cantilever shades over qty 4 existing bleachers
Include saw cutting existing concrete
Include setting posts and hanging fabric
Include patching concrete to match existing
$16,085.00 $16,085.00
15 INSTALL Install - Audie Murphy Ranch Shade Cages $415.00 $6,225.00
*Silver Star Park*
8 213000 GameTime - Swirl Cap $32.00 $256.00
16 137618 GameTime - Self Sealing Pop Rivet $0.41 $6.56
1 Custom Shade Design Superior International - SILVER STAR PARK COLUMNS FOR CUSTOM
SAIL SHADE-
(2) COLUMNS: 14” OD HSS
- 1 @ 13’ HT + 6” RECESS TO BASE PLATE.
- 1 @ 15’ HT + 6” RECESS TO BASE PLATE.
(1) COLUMN: 16” OD HSS @ 18’ HT + 6” RECESS TO BASE
PLATE.
FRAME COLOR: TBD
$14,790.00 $14,790.00
1 Custom Shade Design Superior International - SILVER STAR PARK CANOPY FOR CUSTOM SAIL
SHADE-
(1) TRIANGULAR CANOPY AS PER DRAWING WITH QUICK
TENSION AND RELEASE MECHANISMS, CABLES, & CLAMPS.
FABRIC COLOR: TBD
$6,025.00 $6,025.00
2 Engineering: Sealed
Drawings & Fees
Superior International - Engineering: Sealed Drawings & Fees - Engineering:
Sealed Drawings & Fees
$1,245.00 $2,490.00
1 INSTALL Install - Provide and maintain temp fence $1,175.00 $1,175.00
1 INSTALL Install - Demo and remove qty 2 single post integrated umbrella shades-
Install qty 2 post tops to be provided by GT
$2,615.00 $2,615.00
1 INSTALL Install - Install freestanding triangle sail shade-
Include demo and removing PIP/spoils
Include setting posts and hanging fabric
Include PIP patching
$13,640.00 $13,640.00
3 INSTALL Install - Silver Star Park Shade Cages $415.00 $1,245.00
*Spirit Park*
2 213000 GameTime - Swirl Cap $32.00 $64.00
4 137618 GameTime - Self Sealing Pop Rivet $0.41 $1.64
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 2 of 7
10.13.a
Packet Pg. 195 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
Quantity Part #Description Unit Price Amount
1 Custom Shade Design Superior International - SPIRIT PARK COLUMNS FOR CUSTOM SAIL
SHADE-
(2) COLUMNS: 10” SCH 40 @ 14’ HT + 6” RECESS TO BASE
PLATE.
(3) COLUMNS: 12.75” OD HSS
- 1 @ 13’ HT + 6” RECESS TO BASE PLATE.
- 2 @ 16’ HT + 6” RECESS TO BASE PLATE.
FRAME COLOR: TBD
$15,265.00 $15,265.00
1 Custom Shade Design Superior International - SPIRIT PARK CANOPIES FOR CUSTOM SAIL
SHADE-
(2) TRIANGULAR CANOPIES AS PER DRAWING WITH QUICK
TENSION AND RELEASE MECHANISMS, CABLES, & CLAMPS.
FABRIC COLOR: TBD
$9,746.00 $9,746.00
2 Engineering: Sealed
Drawings & Fees
Superior International - Engineering: Sealed Drawings & Fees - Engineering:
Sealed Drawings & Fees
$1,200.00 $2,400.00
1 INSTALL Install - Provide and maintain demo fence $1,175.00 $1,175.00
1 INSTALL Install - Demo and remove 2-5 integrated shade $1,730.00 $1,730.00
1 INSTALL Install - Demo and remove 5-12 integrated shade $1,735.00 $1,735.00
1 INSTALL Install - Install freestanding triangle shade-
Include demo and removing PIP/spoils
Include setting posts and hanging fabric
Include PIP patching
$13,640.00 $13,640.00
1 INSTALL Install - Install freestanding triangle shade-
Include demo and removing PIP/spoils
Include setting posts and hanging fabric
Include PIP patching
$15,075.00 $15,075.00
8 INSTALL Install - Spirit Park Shade Cages $415.00 $3,320.00
*Centennial Park*
4 QRI395 GT-Shade - GTHC201208IG $4,040.00 $16,160.00
1 INSTALL Install - Provide and maintain temp fence $1,135.00 $1,135.00
1 INSTALL Install - Install qty 4 cantilever shades over qty 4 existing bleachers-
Estimate footing size 36”diameter x 6’ deep
Include saw cutting existing concrete
Include setting posts and hanging fabric
Include patching concrete to match existing
$15,522.00 $15,522.00
8 INSTALL Install - Centennial Park Shade Cages $415.00 $3,320.00
Contract: OMNIA Sub Total $278,166.76
Discount ($1,111.44)
Estimated Freight $13,274.87
Tax $12,537.29
Total $302,867.48
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 3 of 7
10.13.a
Packet Pg. 196 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
Comments
Ship to:
Childs Play
1852 Langley Ave
Irvine CA 92614
Site Addresses:
Audie Murphy Ranch Sports Park
30376 Lone Pine Drive
Menifee CA 92586
Spirit Park
25507 Normandy Rd
Menifee, CA 92584
Silver Star Park
29799 Goetz Rd
Canyon Lake, CA 92587
Centennial Park
Holland Rd & Dartmoor St
Menifee, CA 92584
Prevailing Wages
*Freight charges are based on listed zip code and are subject to change, if shipping information changes.
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 4 of 7
10.13.a
Packet Pg. 197 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
GAMETIME - TERMS & CONDITIONS:
Remittance Address:
PO Box 680121
Fort Payne, AL 35968
PRICING: Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.
TERMS OF SALE: For equipment & material purchases, Net 30 days from date of invoice for governmental agencies and those with
approved credit. All others, full payment for equipment, taxes and freight up front. Balance for services & materials due upon completion or
as otherwise negotiated upon credit application review. Pre-payment may be required for equipment orders totaling less than $5,000.
Payment by VISA, MasterCard, or AMEX is accepted. Checks should be made payable to Playcore Wisconsin, Inc. d/b/a GameTime unless
otherwise directed.
CREDIT APPLICATION: Required for all non-governmental agencies and those entities who have not purchased from GameTime within the
previous twelve calendar months.
FINANCE CHARGE: A 1.5% monthly finance charge (or maximum permitted by law) will be added to all invoices over 30 days past due.
CASH WITH ORDER DISCOUNT: Orders for GameTime equipment paid in full at time of order via check or electronic funds transfer (EFT)
are eligible for a 3% cash-with-order (CWO) discount.
ORDERS: All orders shall be in writing by purchase order, signed quotation or similar documentation. Purchase orders must be made out to
Playcore Wisconsin, Inc. d/b/a GameTime.
FREIGHT CHARGES: Shipments shall be F.O.B. destination. Freight charges prepaid and added separately.
SHIPMENT: Standard Lead time is 4-6 weeks after receipt and acceptance of purchase order, credit application, color selections and
approved drawings or submittals.
PACKAGING: All goods shall be packaged in accordance with acceptable commercial practices and marked to preclude confusion during
unloading and handling.
RECEIPT OF GOODS: Customer shall coordinate, receive, unload, inspect and provide written acceptance of shipment. Any damage to
packaging or equipment must be noted when signing delivery ticket. If damages are noted, receiver must submit a claim to Cunningham
Recreation within 15 Days. Receiver is also responsible for taking inventory of the shipment and reporting any concealed damage or
discrepancy in quantities received within 60 days of receipt.
RETURNS: Returns are only available on shipments delivered within the last 60 days. A 25% (min.) restocking fee will be deducted from
any credit due. Customer is responsible for all packaging & shipping charges. Credit is based on condition of items upon return. All returns
must be in unused and merchantable condition. GameTime reserves the right to deduct costs associated with restoring returned goods to
merchantable condition. Uprights & custom products cannot be returned.
TAXES: Sales tax is shown as a separate line item when included. A copy of your tax exemption certificate must be submitted at time of
order or taxes will be added to your invoice.
DIR# 1000015526 CSLB#855664
INSTALLATION CONDITIONS:
ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.
STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process.
Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made
and noted on the quotation.
FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for
unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in
additional labor or materials cost.
UTILITIES: Owner is responsible for locating any private utilities.
ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated
in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 5 of 7
10.13.a
Packet Pg. 198 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
ACCEPTANCE OF QUOTATION:
Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.
Accepted By (printed): _________________________________ Title: ________________________________
Telephone: __________________________________________ Fax: ________________________________
P.O. Number:_________________________________________ Date: _______________________________
Purchase Amount: $302,867.48
SALES TAX EXEMPTION CERTIFICATE #:___________________________ FEIN#_____________________________________________
(PLEASE PROVIDE A COPY OF CERTIFICATE)
_______________________________________________ ____________________________________________
Salesperson's Signature Customer Signature
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 6 of 7
10.13.a
Packet Pg. 199 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
Customer Order Info:
BILLING INFORMATION:
Bill to: ______________________________________________________
Contact: ____________________________________________________
Address: ____________________________________________________
Address: ____________________________________________________
City, State: __________________________________ Zip: _____________
Tel: __________________________ Fax: __________________________
E-mail: ______________________________________________________
SHIPPING INFORMATION (IF DIFFERENT FROM ABOVE):
Ship to: _____________________________________________________
Contact: ____________________________________________________
Address: ____________________________________________________
Address: ____________________________________________________
City, State: __________________________________ Zip: _____________
Tel: __________________________ Fax: __________________________
E-mail: ______________________________________________________
Great Western Recreation 975 S. State Hwy 89 Logan, UT 84321 435-245-5055
www.gwpark.com
07/02/2020
Quote #69583-02-02
City of Menifee Multiple Park Shade Structures Option 2
Page 7 of 7
10.13.a
Packet Pg. 200 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 201 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 202 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 203 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 204 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 205 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
10.13.a
Packet Pg. 206 Attachment: Multiple Park Shade Structures Quote Option 2 (2614 : CIP No. CS047: Shade Structures)
CUSTOM MULTIPLE
TRIANGLE SAIL SHADE
FRAME GREEN | FABRIC BEIGE
For illustration purposes only. Colors may vary.
10.13.b
Packet Pg. 207 Attachment: Rendering AMR (2614 : CIP No. CS047: Shade Structures)
CUSTOM TRIANGLE SAIL SHADE
FRAME FEATHER GRAY | FABRIC TRUE BLUE
For illustration purposes only. Colors may vary.
10.13.c
Packet Pg. 208 Attachment: Rendering Silver Star (2614 : CIP No. CS047: Shade Structures)
CUSTOM MULTIPLE
TRIANGLE SAIL SHADE
FRAME SPRING GREEN | FABRIC FOREST GREEN
For illustration purposes only. Colors may vary.
10.13.d
Packet Pg. 209 Attachment: Rendering Spirit (2614 : CIP No. CS047: Shade Structures)
10.13.e
Packet Pg. 210 Attachment: Rendering Sports (2614 : CIP No. CS047: Shade Structures)
10.13.e
Packet Pg. 211 Attachment: Rendering Sports (2614 : CIP No. CS047: Shade Structures)
CITY OF MENIFEE
SUBJECT: Limited-Duration Criminal Investigator Agreement
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Karrer, Police Captain
REVIEWED BY: Pat Walsh, Police Chief
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Adopt the classification and salary schedule for the Limited-Duration Criminal
Investigator position in the police department; and
2. Authorize the City Manager to enter into employment agreements with qualified
candidates as needed.
DISCUSSION
On June 25, 2020, the United States Department of Homeland Security issued a formal request
to the Menifee Police Department requesting a Criminal Investigator to be assigned to the HSI
Financial Investigations Group (HSI) as a Task Force Officer. The Task Force Officer will be
responsible for a caseload of financial investigations involving financial crimes occurring in
Menifee and throughout Southern California.
As a result of these financial criminal investigations, we anticipate frequent civil and criminal
currency seizures. HSI will include the Menifee Police Department in the Federal asset
forfeiture process for any cases involving Menifee Police Department investigators. HSI will
participate in asset sharing with the Menifee Police Department resulting in up to 50 percent of
each applicable seizure. Since 2001, the HSI Financial Investigations Group has seized in
excess of $500,000,000,000.
California Government Code sections 7522.56, 21224, 21227, and 21229 outline the
circumstances and conditions under which a retired annuitant of the California Public Employee
Retirement System (PERS) may work for a PERS agency. In summary, a PERS retired
annuitant may work for a PERS agency when the annuitant possesses skills required to perform
work of a limited term while working on a special project where those skills are necessary.
Compensation for work of a retired annuitant cannot be less than the minimum or exceed the
maximum paid to other employees performing comparable duties. Retired annuitants are
limited to working no more than 960 hours in a fiscal year (July 1 through June 30).
10.14
Packet Pg. 212
City of Menifee Staff Report
PD Limited-Duration Criminal Investigator
August 19, 2020
Page 2 of 2
The Menifee Police Department does not have the resources to provide a full-time investigator
to the HSI Financial Investigations Task Force but recognizes the value of the task force to local
businesses and residents of Menifee. Therefore, we are recommending the adoption of a
Limited-Duration Criminal Investigator position to fill this request on a temporary, limited-term
basis.
The Limited-Duration Criminal Investigator program will be evaluated annually to ensure
compliance with PERS regulations and to assess overall value to the department and
community. The position salary range is equivalent to the salary of a police officer and the
position classification shall include the special duties of being responsible for a caseload of
financial investigations occurring in Menifee and throughout Southern California and will prepare
and execute search warrants, secure evidence, complete written reports, and prepare cases for
testimony in State and Federal Courts.
The Police Department will recruit an experienced criminal investigator with the special skills
necessary to fill this position. Upon appointment, the investigator will be limited to working no
more than 960 hours per fiscal year.
FISCAL IMPACT
The fiscal impact is equivalent to the salary of a police officer position and the budget is
available in the FY20-21 budget and no additional appropriation is requested.
ATTACHMENTS
1. McShane request letter Menifee 6-17-2020
2. Chris McShane Employment Agreement_PERS GC 7522.56 21224 (Extra Help)
10.14
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Homeland Security Investigations Office of the Assistant Special Agent in Charge U.S. Department of Homeland Security 655 West Rialto Avenue San Bernardino, California 92410
www.ice.gov
Chief of Police Pat Walsh
Menifee Police Department
29714 Haun Road Menifee, California 92586 RE: Task Force Officer Position with Homeland Security Investigations
Dear Chief Walsh: Homeland Security Investigations (HSI) would like to offer the Menifee Police Department a Task Force Officer (TFO) position within the Financial Group located at the HSI
Riverside office. The TFO position would be a part-time position, not to exceed 960 hours per calendar year and would be a specific request for retired Cypress Police Officer and Orange County District Attorney Investigator Chris McShane.
HSI learned that TFO McShane recently retired from the Orange County District Attorney’s Office. HSI Riverside requests that the Menifee Police Department hire TFO McShane as a retired, part-time, annuitant and assign him to the HSI Riverside Financial Group. Going forward, TFO McShane will be responsible for a case load which involves a variety of
financial investigations as well as assisting the five (5) Investigators who are assigned to the
Inland Commercial Enforcement and Financial Investigations Taskforce (ICEFIT). ICEFIT focuses on intercepting illicit proceeds and drugs through the interdiction of parcels and couriers, then ultimately dismantling criminal enterprises through arrest, prosecution, seizure, and the forfeiture of proceeds and real property whenever possible. Menifee Police
Department would subsequently benefit from asset sharing of forfeited proceeds through the
Treasury Forfeiture program. Since its inception ICEFIT has seized and forfeited millions of dollars in US currency and real property as a result of its relationships with parcel shipping companies like UPS and
FEDEX, freight companies, shipping storefronts, and a network of informants. HSI is requesting TFO McShane for this assignment based on his work experience while assigned to the HSI Orange County PACNET task force, the predecessor to ICEFIT in the Inland Empire. TFO McShane was instrumental to the establishment of the HSI PACNET and later conducted the initial training when ICEFIT was created. TFO McShane has a proven work ethic, business and
police contacts and documented results with HSI PACNET investigations. TFO McShane has advanced skills, training and experience that would create additional opportunities for the
10.14.a
Packet Pg. 214 Attachment: McShane request letter Menifee 6-17-2020 (2623 : PD Limited-Duration Criminal Investigator)
RE: Task Force Officer Position with Homeland Security Investigations Page 2
LAW ENFORCEMENT SENSITIVE
successful prosecution of criminal and civil cases in both the State and Federal Judicial systems, making TFO McShane a valuable asset to the Financial Investigations Group.
HSI is making this request with the knowledge that you are establishing a new Police Department within your community which inherently comes with incredible challenges in managing personnel and resources in the early days. By utilizing this part-time annuitant program and selecting TFO McShane we believe this to be a low risk/high reward opportunity to
establish the Menifee Police Department on a pro-active and successful taskforce with a highly
trained and experienced officer, creating a mutually beneficial opportunity for your department and HSI. We look forward to your consideration and being a valuable partner to your new department.
Sincerely,
Robert M. Goetsch
Assistant Special Agent in Charge Homeland Security Investigations, Riverside
10.14.a
Packet Pg. 215 Attachment: McShane request letter Menifee 6-17-2020 (2623 : PD Limited-Duration Criminal Investigator)
CITY OF MENIFEE
Employment Agreement
THIS AGREEMENT is effective on the 5th day of August, 2020 ("Effective Date"), between
the City of Menifee, California and having its principal place of business at 29844 Haun Road,
Menifee, CA 92586 ("Employer") and Chris McShane ("Employee").
R E C I T A L S
WHEREAS Employer desires to retain Employee as an "extra help" appointment from
August 5, 2020 through June 31, 2020 or when the special project assignment is complete, in
compliance with Government Code Sections 7522.56 and 21224; and
WHEREAS the need for an extra-help appointment is for a special project assignment of
limited duration criminal investigator assigned to Homeland Security Investigations division; and
WHEREAS the Employee agrees that his/her special project assignments, duties and
responsibilities and reporting arrangements are as follows:
• The Task Force Officer will be responsible for a caseload of financial investigations
occurring in Menifee and throughout Southern California.
• The Task Force Officer will prepare and execute search warrants, secure evidence,
complete written reports, and prepare cases for testimony in State and Federal Courts.
WHEREAS, the City Manager of the City of Menifee determined that the Employee fulfills the
statutory criteria for an extra help retired annuitant to perform the duties of Limited Duration
Criminal Investigator for the City of Menifee under Government Code section 21224;
specifically, that Employee has specialized experience and skill specific to the special project
of investigating financial crimes at a State and Federal level.
A G R E E M E N T
NOW THEREFORE, based on the foregoing Recitals, which are incorporated herein by
reference, and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Employer and Employee agree as follows:
1. The above recitals are true and correct and are incorporated herein by reference and
made a part hereof in their entirety.
2. Employee will commence the Work and will serve on an at-will basis for a period not to
exceed 960 hours during the fiscal year.
3. Employee will report to the Chief of Police.
10.14.b
Packet Pg. 216 Attachment: Chris McShane Employment Agreement_PERS GC 7522.56 21224 (Extra Help) (2623 : PD Limited-Duration Criminal Investigator)
4. Employee shall receive an hourly salary of $47.17, and shall not receive payment or
provision of any benefits associated with employment by the Employer.
5. The limitations imposed upon CalPERS retired annuitants when providing services to
CalPERS employers, as set forth in Government Code sections 7522.56 and 21224, are
considered material terms of this Agreement, and are hereby incorporated herein by
reference.
6. Employee understands and agrees that the City makes no guarantees or warranties
regarding this employment and its impact on the Employee's status as a CalPERS
retired annuitant. By entering into this Agreement, Employee waives, releases and holds
harmless the City for any action or recourse taken by CalPERS in regards to this
employment.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE, EMPLOYER
Armando Villa, City Manager
Attest:
Sarah A. Manwaring, City Clerk
EMPLOYEE
NAME
10.14.b
Packet Pg. 217 Attachment: Chris McShane Employment Agreement_PERS GC 7522.56 21224 (Extra Help) (2623 : PD Limited-Duration Criminal Investigator)
CITY OF MENIFEE
SUBJECT: Menifee Police Department Employment Agreement for
Dave Brown
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Chris Karrer, Police Captain
REVIEWED BY: Pat Walsh, Police Chief
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Adopt the classification and salary schedule for the Limited-Duration Director of Public
Safety position in the police department; and
2. Authorize the City Manager to extend the employment agreement with David Brown
pursuant to Government Code Sections 7522.56 and 21224 to provide specialized
services to the Police Department for a limited duration until December 31, 2020.
DISCUSSION
Following the successful formation and deployment of the Menifee Police Department on July 1,
2020, the Police Chief has determined the need for additional, specific program development
and implementation work related to Police Department formation. This specialized work would
have been completed prior to July 1 had the department not been hindered by the COVID-19
pandemic. Mr. Brown possesses the specialized experience and specific skills necessary to
complete the following short-term assignments prior to December 31, 2020:
Create a Civil Action Program to target low-level offenders and ‘quality of life’
crimes in Menifee
o Draft city ordinance to address chronic nuisance properties
o Draft city ordinance to address ‘quality of life’ offenses
o Create process for the issuance of Administrative Citations to include required
appeals process, fine collection and follow up
Establish and Implement the Menifee Police Volunteer Program
o Establish policy and guidelines for hiring and training volunteers
o Work with division lieutenants to identify priority functions for volunteers
o Develop a recruiting and on-boarding process for volunteers
o Facilitate the first wave of volunteer on-boarding
Establish and Implement the Menifee Police Reserve Officer Program
10.15
Packet Pg. 218
City of Menifee Staff Report
Menifee PD Employment Agreement
August 19, 2020
Page 2 of 2
o Create policy and guidelines for reserve officer program
o Prepare staff work for city council authorization of Reserve Police Officer
Classification
o Facilitate POST approval of Menifee Reserve Officer Program
o Facilitate recruiting and on-boarding of first wave of Reserve Police Officers
The salary schedule for the Director of Public Safety position is $80.04 per hour and the
classification was previously in the authorized positions list, however it was removed for fiscal
year 20-21.
FISCAL IMPACT
Funding for this contract is available in the Police Department budget due to salary savings from
several funded positions which were not filled at the start of the fiscal year are being recruited
currently. The fiscal impact of the employment agreement will not exceed $80,000.
ATTACHMENTS
1. Agreement
10.15
Packet Pg. 219
CITY OF MENIFEE
Employment
Agreement
THIS AGREEMENT is effective on the 1st day of July, 2020 ("Effective Date"), between the
City of Menifee, California and having its principal place of business at 29844 Haun Road,
Menifee, CA 92586 ("Employer") and Dave Brown ("Employee").
R E C I T A L S
WHEREAS Employer desires to retain Employee as an "extra help" appointment from
July 1, 2020 through December 31, 2020 or when the special project assignment is complete, in
compliance with Government Code Sections 7522.56 and 21224; and
WHEREAS the need for an extra-help appointment is for a special project assignment of
establishing police department programs such as; reserve police officer, volunteers, and civil action
ordinances; and
WHEREAS the Employee agrees that his/her special project assignments, duties and
responsibilities and reporting arrangements are as follows:
• Create a Civil Action Program to target low-level offenders and ‘quality of life’ crimes in Menifee
• Draft city ordinance to address chronic nuisance properties
• Draft city ordinance to address ‘quality of life’ offenses
• Create process for the issuance of Administrative Citations to include required appeals
process, fine collection and follow up
• Establish and Implement the Menifee Police Volunteer Program
• Establish policy and guidelines for hiring and training volunteers
• Work with division lieutenants to identify priority functions for volunteers
• Develop a recruiting and on-boarding process for volunteers
• Facilitate the first wave of volunteer on-boarding
• Establish and Implement the Menifee Police Reserve Officer Program
• Create policy and guidelines for reserve officer program
• Prepare staff work for city council authorization of Reserve Police Officer Classification
• Facilitate POST approval of Menifee Reserve Officer Program
• Facilitate recruiting and on-boarding of first wave of Reserve Police Officers
WHEREAS, the City Manager of the City of Menifee determined that the Employee fulfills
the statutory criteria for an extra help retired annuitant to perform the duties of the Special Projects
Retired Annuitant for Public Safety for the City of Menifee under Government Code section 21224;
specifically, that Employee has specialized experience and skill specific to the special project of
police department formation and program implementation.
A G R E E M E N T
NOW THEREFORE, based on the foregoing Recitals, which are incorporated herein by
reference, and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Employer and Employee agree as follows:
1. The above recitals are true and correct and are incorporated herein by reference
and made a part hereof in their entirety.
10.15.a
Packet Pg. 220 Attachment: Agreement [Revision 2] (2612 : Menifee PD Employment Agreement)
2. Employee will commence the Work and will serve on an at-will basis for a period not
to exceed 960 hours during the fiscal year.
3. Employee will report to the Chief of Police.
4. Employee shall receive an hourly salary of $ 80.04, and shall not receive payment or
provision of any benefits associated with employment by the Employer.
5. The limitations imposed upon CalPERS retired annuitants when providing services to
CalPERS employers, as set forth in Government Code sections 7522.56 and 21224, are
considered material terms of this Agreement, and are hereby incorporated herein by
reference.
6. Employee understands and agrees that the City makes no guarantees or warranties
regarding this employment and its impact on the Employee's status as a CalPERS
retired annuitant. By entering into this Agreement, Employee waives, releases and holds
harmless the City for any action or recourse taken by CalPERS in regards to this
employment.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE, EMPLOYER
Armando Villa, City Manager
Attest:
Sarah A. Manwaring, City Clerk
EMPLOYEE
NAME
10.15.a
Packet Pg. 221 Attachment: Agreement [Revision 2] (2612 : Menifee PD Employment Agreement)
CITY OF MENIFEE
SUBJECT: Before-N-After Donation
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst
REVIEWED BY: Pat Walsh, Police Chief
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Adopt a Resolution amending the Fiscal Year 2020/21 operating budget allocating $2,500 of
donated funds.
DISCUSSION
Before-N-After is a local business that has been in Menifee for over 10 years with its primary
location on Scott Road. With the official opening of the Menifee Police Department in July,
Before-N-After wanted to show support by donating funds to be used as deemed appropriate by
the Police Department.
Before-N-After owner, Dr. John Love, generously donated $2,500, which the City Manager has
previously approved per the City’s Donation Policy (Donation Acceptance Form and City
Donation Policy attached), to be used for Police Department operations with no restrictions.
Per the City’s Donation Acceptance Policy, donations with an aggregate value of less than
$100,000, require the Beneficiary Department Head to seek approval from the City Manager or
designee to accept the donation and shall seek approval, by resolution, from City Council to
appropriate and expend the donation.
FISCAL IMPACT
The Finance Department will increase the budgeted revenue in Account# 100-3855, established
for Donations and appropriate those funds to Account# 100-4911-51300, Printing & Duplication.
ATTACHMENTS
1. Resolution - Before-N-After Donation Acceptance
2. Signed Donation Acceptance - Before-N-After
3. Donation Policy
10.16
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RESOLUTION NO. 20-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA,
AMENDING THE FISCAL YEAR 2020/21 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2020/21
with resolution 20-916 on June 3rd, 2020; and
WHEREAS, the City of Menifee does from time to time have unanticipated revenues and
expenditures arise; and
WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget
resources to continue the operations of the City of Menifee; and
WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2020/21
budget as follows:
AMENDMENTS TO ADOPTED BUDGET:
Adopted Budget: $49,389,575
1. Record Revenue Estimate(s):
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
July 15, 2020 Donation 100-3855 10,000
August 19, 2020 Donation 100-3855 2,500
TOTAL: $12,500
Increase FY 2020/21 Revenue Budget: $49,402,075
Adopted Budget: $49,389,575
2. Record Appropriation(s):
CITY COUNCIL
MEETING
DESCRIPTION
ACCOUNT #
AMOUNT
July 15, 2020 Police Volunteer
Program
100-4911-52509 10,000
July 15, 2020 Police Start-Up Year
Budget Roll-Over
100-4911-58090 273,873
August 19, 2020 Printing & Duplication 100-4911-51300 2,500
TOTAL: $286,373
Increase FY 2020/21 Expenditure Budget: $49,675,948
10.16.a
Packet Pg. 223 Attachment: Resolution - Before-N-After Donation Acceptance [Revision 1] (2607 : Before-N-After Donation)
Amending the Fiscal Year 2020/21 Budget
2
3. Record Transfer of Funds:
FROM ACCOUNT #
TO ACCOUNT #
AMOUNT
TOTAL: 0
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY
RESOLVE AS FOLLOWS:
The annual budget for the City of Menifee for fiscal year 2020/21 is hereby increased and
amended to reflect unanticipated revenues and expenditures as follows:
Amended FY 2020/21 Revenue Budget: $ 49,402,075
Amended FY 2020/21 Expenditure Budget: $ 49,675,948
PASSED, APPROVED AND ADOPTED this 19th day of August, 2020.
_____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________
Sarah A. Manwaring, City Clerk Jeffrey T. Melching, City Attorney
10.16.a
Packet Pg. 224 Attachment: Resolution - Before-N-After Donation Acceptance [Revision 1] (2607 : Before-N-After Donation)
DocuSign Envelope ID: 5E37DEBD-1320-4FFA-A3CD-A5ACE2FDA957
8/7/2020
10.16.b
Packet Pg. 225 Attachment: Signed Donation Acceptance - Before-N-After (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 226 Attachment: Donation Policy (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 227 Attachment: Donation Policy (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 228 Attachment: Donation Policy (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 229 Attachment: Donation Policy (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 230 Attachment: Donation Policy (2607 : Before-N-After Donation)
10.16.c
Packet Pg. 231 Attachment: Donation Policy (2607 : Before-N-After Donation)
CITY OF MENIFEE
SUBJECT: Refinancing of the California Communities Transportation
Revenue (Installment Sale) Certificates of Participation,
Series 2012A (TRIP – Total Road Improvement Program)
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Rochelle Clayton, Deputy City Manager
REVIEWED BY: Rochelle Clayton, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
Approve a Resolution approving the execution and delivery of California Statewide Communities
Development Authority Transportation Revenue (Installment Sale) Certificates of Participation,
Series 2020 (T.R.I.P. – Total Road Improvement Program) pursuant to a First Supplemental to
Trust Agreement to prepay and refund the City’s 2012 Installment Sale Agreement and related
Certificates of Participation, authorizing the execution and delivery of a First Supplemental to
2012 Installment Sale Agreement, a First Supplemental to Trust Agreement, a Program Trust
Agreement, Certificate Purchase Agreement and an Escrow Agreement, authorizing the
distribution of an official statement in connection with the offering and sale of such certificates,
and authorizing other matters relating thereto.
DISCUSSION
Background
This item was reviewed and supported by the Finance Committee at its meeting held on July 23,
2020.
Based on current interest rates, total cash flow savings over the life of the 2020 Refunding
Certificates are estimated to be $4.33 million. This translates to annual savings of approximately
$199,866 from 2021 to 2042.
In 2012, the City of Menifee (‘City’) participated in the Total Road Improvement Program
(‘TRIP’) established by the California Statewide Communities Development Authority (‘CSCDA’)
to finance street and roadway improvements, which consisted primarily of street resurfacing and
improvements within its jurisdiction (‘Project’).
12.1
Packet Pg. 232
City of Menifee Staff Report
Total Road Improvement Program Debt Refinancing
August 19, 2020
Page 2 of 5
CSCDA is a joint powers authority that was co-founded by the League of California Cities and
California State Association of Counties to provide California local governments and private
entities access to low-cost, tax-exempt financing programs. CSCDA implemented TRIP in 2008
to assist cities and counties in their efforts to finance large-scale street improvement projects.
Over the years, local agencies have found participating in TRIP beneficial because
documentation is standardized and the overall process is very efficient and cost effective. Under
TRIP, CSCDA causes the execution and delivery of Certificates of Participation (‘Certificates’)
on behalf of local agency participants on a stand-alone basis or when advantageous, through a
financing pool to generate economies of scale. The City is currently a member of CSCDA.
The California Communities Transportation Revenue (Installment Sale) Certificates of
Participation, Series 2012A (“2012 Certificates”) were executed and delivered in the amount of
$20 million on behalf of the City. The 2012 Certificates were structured with a final term of 2042
and a final interest rate of 5.25%. The call date of the 2012 Certificates is June 1, 2022. As of
June 2, 2020, there is approximately $17.03 million of principal outstanding.
Given the low interest rate environment, there is currently an opportunity to refinance the 2012
Certificates for savings. Furthermore, CSCDA has recently formed a pool of other local
agencies in Riverside County (currently comprised of the cities of Desert Hot Springs and
Moreno Valley) looking to refinance similar outstanding debt. As previously mentioned, a pooled
financing through CSCDA will create economies of scale and save the City issuance and
interest costs when compared to a stand-alone financing.
This evening, Council is being asked to approve the execution and delivery by the Trustee of
refunding Certificates and all related documents, as further described herein. If the refinancing
is approved this evening, staff will work with the financing team on finalizing all legal documents
and the preliminary official statement with the goal of pricing the refunding Certificates in early
September.
Discussion
The proposed CSCDA Transportation Revenue (Installment Sale) Certificates of Participation
Series 2020 (TRIP – Total Road Improvement Program) (Federally Taxable) (“2020 Refunding
Certificates”) would be in a par amount of approximately $17.85 million with a final maturity in
2042, the same final maturity as the 2012 Certificates. In other words, there will be no extension
of the original terms. The final interest rate structure will be determined if, and when, the 2020
Refunding Certificates are priced and sold.
CSCDA would cause the execution and delivery of certificates on behalf of the financing pool,
which as previously mentioned, is comprised of the City and the cities of Desert Hot Springs and
Moreno Valley. Each local agency participant would be responsible for installment payments
relating to their pro-rata portion of the Certificates. Local agency payments are made under
separate, individual Installment Sale Agreements. No agency is responsible for any other
agency’s obligations under TRIP.
The Tax Cuts and Jobs Act of 2017 (the “Act”) eliminated the tax exemption for interest on
advance refunding bonds (refunding bonds issued more than 90 days before the optional call
12.1
Packet Pg. 233
City of Menifee Staff Report
Total Road Improvement Program Debt Refinancing
August 19, 2020
Page 3 of 5
date). As such, the 2020 Refunding Certificates contemplate refinancing the 2012 Certificates
on a federally taxable basis. Refinancing the 2012 Certificates today on a taxable basis does
not preclude the City from refinancing on a tax-exempt basis in the future. As a side note, given
the favorable taxable interest rate environment, many issuers have pursued taxable advance
refundings since the Act passed in 2017.
The 2020 Refunding Certificates are expected to qualify for an investment grade rating and
bond insurance, which would lead to a lower cost of borrowing. Furthermore, the 2020
Refunding Certificates may also qualify for a reserve fund surety policy. With a reserve fund
surety policy, the 2020 Bonds would not need to cash fund a debt service reserve (estimated to
be $1.78 million or equal to roughly 10% of par) as part of the issuance. This would enable the
City to downsize their portion of the 2020 Refunding Certificates, thereby lowering annual
payments and increasing savings.
The 2020 Refunding Certificates will be secured by Measure A Revenues and Gas Tax
Revenues, maintaining the same pledge of the 2012 Certificates. Measure A Revenues consist
of amounts received by the City from a 0.5% countywide retail and transaction use tax (sales
tax) approved by voters in 2002. The revenues from the Measure A sales tax are collected
Countywide, and then apportioned to local agencies based on specified factors, including
population. Gas Tax Revenues consist of amounts received by each local agency from taxes
imposed statewide on the sale of motor vehicle fuels. The revenues from the gas tax are
collected Statewide, and then apportioned to local agencies based on specified factors,
including population. The General Fund will not be responsible for making payments on
the 2020 Refunding Certificates.
Based on current interest rates, total cash flow savings over the life of the 2020 Refunding
Certificates are estimated to be $4.33 million. This translates to annual savings of approximately
$199,866 from 2021 to 2042. Net present value (NPV) savings are estimated to be
approximately $1.30 million. As measured against the par value of the 2012 Certificates, NPV
savings reflect 7.64%. The attached resolution sets an NPV savings threshold of 3%. As a side
note, GFOA (Government Finance Officers Association) Best Practices frequently mentions
between 3-5% NPV savings to determine the appropriateness of a refinancing.
2012 Bonds Summary
Par Amount $17,025,000
Avg. Coupon 5.1%
Call Date 6/1/2022
2020 Refunding Analysis Summary
12.1
Packet Pg. 234
City of Menifee Staff Report
Total Road Improvement Program Debt Refinancing
August 19, 2020
Page 4 of 5
Par Amount $17,920,000
Avg. Borrowing Yield 3.14%
Escrow Yield 0.11%
NPV Savings ($) 11.02%
NPV Savings (%) $1,876,021
Avg. Annual Savings¹ $199,866
Total Savings $4,332,277
Estimated savings are net of all costs. The accompanying table highlights the savings statistics
based on current interest rates. Good Faith Estimates, as required by Government Code
Section 5852.1, are provided as an attachment.
The attached resolution authorizes and approves the execution and delivery by the Trustee of
the 2020 Refunding Certificates, subject to the compliance of certain criteria, including that: (i)
the principal amount of the 2020 Refunding Certificates does not exceed $19.0 million
($19,000,000); (ii) the NPV % savings does not fall below 3.0%; and (iii) the Underwriter’s
Discount does not exceed 0.95% of the principal amount of the 2020 Refunding Certificates.
Documents Subject to Approval
Approval of the Resolution authorizes the execution of the following documents:
Preliminary Official Statement: The document pursuant to which the 2020 Refunding
Certificates will be offered for purchase by investors. This document must contain all facts
material to the Pooled 2020 Refunding Certificates, the 2020 refunding certificates of the
other local agency participants, CSCDA, and all local agency participants, including the City
(with certain permitted exceptions to be completed in the final Official Statement) and must
not omit any such material facts;
First Supplement to Installment Sale Agreement: A supplement to the original 2012
Installment Sale Agreement between the City and CSCDA to transfer the Project to the City,
in consideration of which the City will obligate itself to make installment payments for the
Project for CSCDA in the amounts and on the dates set forth in the supplement;
First Supplement to Trust Agreement: Supplements the terms and conditions outlined in
the 2012 Trust Agreement; more specifically, the rights and obligations of the City, CSCDA,
the municipal bond insurer, if any, the trustee of the 2012 Certificates (Wells Fargo Bank,
N.A.), and the 2012 Certificate holders;
Program Trust Agreement: An agreement by and between the local agency participants
and Wilmington Trust, N.A., as trustee of the 2020 Refunding Certificates. The Program
Trust Agreement provides for the purchase of the 2020 Refunding Certificates, the 2020
refunding certificates of the other local agency participants outlines the rights and
obligations of all local agency participants, CSCDA, the municipal bond insurer, if any, the
12.1
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City of Menifee Staff Report
Total Road Improvement Program Debt Refinancing
August 19, 2020
Page 5 of 5
trustee of the Pooled 2020 Refunding Certificates (Wilmington Trust, N.A.), and the Pooled
2020 Refunding Certificate holders;
Certificate Purchase Agreement: This document contains the obligation of the underwriter
to accept and pay for the 2020 Refunding Certificates, provided that all of the covenants and
representations of the City are met and certain other conditions excusing performance by
the underwriter do not exist;
Escrow Agreement: This document contain terms by which the Trustee will hold 2020
Refunding Certificate proceeds on the behalf of the owners of the 2012 Certificates to pay
and discharge the 2012 Certificates on the redemption date; and
Continuing Disclosure Agreement: Executed for the benefit of bondholders, the
Continuing Disclosure Agreement obligates the City to file an annual report that includes,
among other things, the most recent audited financial statements of the City and financial
data of the underlying improvement areas. The City is also required to report certain events
that are significant to bondholders, if, and when they occur. The Continuing Disclosure
Agreement is included as Attachment D to the Preliminary Official Statement.
These documents listed above have been reviewed by staff and its financing team.
FISCAL IMPACT
If, and when, the 2020 Refunding Certificates price, the City is estimated to save roughly
$199,000 of the aforementioned pledged revenues (Measure A Revenues and Gas Tax
Revenues) annually through 2042, based on current market conditions (an estimated annual
savings increase from $166,000 when presented to the Finance Committee). The savings
quoted above are net of all financing costs (including the cost of purchasing bond insurance and
a reserve fund surety policy). There is no impact to the General Fund.
ATTACHMENTS
1. Resolution - TRIP Refunding Series 2020 (Good Faith Estimate-Exhibit A)
2. DRAFT Preliminary Official Statement - 2020 TRIP Financing (Appendix D - Continuing
Disclosure Agreement)
3. First Supplement to Installment Sale Agreement
4. First Supplement to Trust Agreement
5. Program Trust Agreement
6. DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley)
7. Escrow Agreement (2012) - CSCDA Menifee TRIP Refunding Series 2020 4133-9313-
0533 3
8. Menifee Savings Update
12.1
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RESOLUTION NO. 2020-___
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
APPROVING THE EXECUTION AND DELIVERY OF
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT
AUTHORITY TRANSPORTATION REVENUE (INSTALLMENT
SALE) CERTIFICATES OF PARTICIPATION SERIES 2020
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
PURSUANT TO A FIRST SUPPLEMENT TO TRUST
AGREEMENT TO PREPAY AND REFUND THE CITY’S 2012
INSTALLMENT SALE AGREEMENT AND RELATED
CERTIFICATES OF PARTICIPATION, AUTHORIZING THE
EXECUTION AND DELIVERY OF A FIRST SUPPLEMENT TO
2012 INSTALLMENT SALE AGREEMENT, A FIRST
SUPPLEMENT TO TRUST AGREEMENT, CERTIFICATE
PURCHASE AGREEMENT, A PROGRAM TRUST AGREEMENT,
AND AN ESCROW AGREEMENT, AUTHORIZING THE
DISTRIBUTION OF AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH
CERTIFICATES, AND AUTHORIZING OTHER MATTERS
RELATING THERETO
WHEREAS, the California Statewide Communities Development Authority (the
“Authority”) is empowered to assist thedeb City of Menifee (the “City”) in financing and refinancing
certain public capital improvements pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of
the Government Code of the State of California (the “Act”) and pursuant to that certain Amended
and Restated Joint Exercise of Powers Agreement among a number of California cities, counties
and special districts, including the City, dated June 1, 1988;
WHEREAS, the City has heretofore entered into a 2012 Installment Sale Agreement,
dated as of May 1, 2012 (the “2012 Installment Sale Agreement”) with the Authority and a Trust
Agreement, dated as of May 1, 2012 (the “2012 Trust Agreement”) by and among the Authority,
Wells Fargo Bank, National Association, as trustee or other successor trustee to be designated
(the “2012 Trustee”), and the City, in order to participate with certain other local agencies in the
California Statewide Communities Development Authority T.R.I.P. – Total Road Improvement
Program (the “Program”) established by the Authority, to finance among other things the
construction of streets and roadways within the corporate limits of the City as described in
Exhibit B to the 2012 Installment Sale Agreement (the “Project”);
WHEREAS, the 2012 Installment Sale Agreement provides for the Authority to acquire
and construct the Project for, and sell the Project to, the City and permits the City to prepay all or
any part of the principal amount of the unpaid 2012 Installment Sale Payments (as defined therein)
becoming due on or after June 1, 2022 upon written direction to the Authority and the Trustee;
WHEREAS, pursuant to the 2012 Trust Agreement, the Authority caused the execution
and delivery of those California Communities Transportation Revenue (Installment Sale)
Certificates of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program)
evidencing principal in $20,000,000 aggregate principal amount, of which $17,025,000 principal
12.1.a
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amount is currently outstanding (the “2012 Certificates”) a portion of the proceeds of which were
used to finance the Project;
WHEREAS, the City desires to refinance the Project and to prepay the principal amount
of the unpaid 2012 Installment Sale Payments (as defined in and pursuant to the 2012 Installment
Sale Agreement) coming due on or after June 1, 2022 at a prepayment price equal to the principal
amount plus accrued interest to the date of prepayment, and thereby prepay that portion of the
outstanding 2012 Certificates coming due on or after June 1, 2022, evidencing and representing
proportionate and undivided interests in 2012 Installment Sale Payments to be made by the City
under the 2012 Installment Sale Agreement from Revenues consisting of Gas Tax Revenues and
Measure A Receipts (each as defined therein);
WHEREAS, the City and the Authority have determined that it would be in the best
interests of the City for interest rate savings, a lower net interest cost and lower costs of issuance
to provide the funds necessary to refinance the Project and advance refund the 2012 Certificates
through the execution and delivery of certificates of participation designated “California Statewide
Communities Development Authority Transportation Revenue (Installment Sale) Certificates of
Participation, Series 2020 (T.R.I.P. – Total Road Improvement Program)” (and/or such other
particulars and series in name to be designated) (the “Certificates”) payable from installment
payments received from the City pursuant to a 2020 First Supplement to 2012 Installment Sale
Agreement (the “First Supplement to 2012 Installment Sale Agreement”) between the City and
the Authority;
WHEREAS, the installment payments under the First Supplement to 2012 Installment
Sale Agreement will be payable by the City from amounts on deposit or to be on deposit in the
City’s Gas Tax Fund and the City of Menifee Pledged Tax Fund and within the Pledged Tax Fund,
the Measure A Receipts Account;
WHEREAS, the City has adopted and in effect a debt management policy (the “Debt
Management Policy”) in compliance with California Government Code Section 8855(i), and the
City’s execution and delivery of the First Supplement to 2012 Installment Sale Agreement and the
Certificates pursuant to this Resolution are consistent with such policy;
WHEREAS, the First Supplement to 2012 Installment Sale Agreement including the
installment sale payments thereunder will be assigned by the Authority to Wells Fargo Bank,
National Association, as trustee or other successor trustee to be designated (the “Trustee”), under
the First Supplement to Trust Agreement, among the Authority, the Trustee and the City (such
First Supplement to Trust Agreement, in the form presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to herein as the
“First Supplement to Trust Agreement”), pursuant to which the Trustee will execute and deliver
the Certificates, as an advance refunding of the 2012 Certificates on a federally taxable basis, or
federally tax-exempt basis if then permissible under the Internal Revenue Code of 1986 (the
“Code”), which evidence and represent proportionate and undivided interests in such installment
sale payments;
WHEREAS, in order to achieve further interest rate savings, lower net interest costs and
lower costs of issuance, the Certificates may be deposited into a trust agreement (a form of which
is attached hereto, the “Program Trust Agreement”), among the Authority, the Trustee, the City
and other local agencies which may determine to participate in the Program, for the execution
and delivery of a series of certificates, on a federally taxable basis, or federally tax-exempt basis
if then permissible under the Code, which evidence and represent proportionate and undivided
12.1.a
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interests in principal and interest payments to be made on the Certificates and may also evidence
and represent proportionate and undivided interests in principal and interest payments to be made
be made by one or more other local agencies which may determine on a similar schedule for
delivery to participate in the Program to finance projects, similar to the Project, and assigned by
the Authority to the Trustee;
WHEREAS, as used in this Resolution, unless the context suggests otherwise, the term
Certificates means all or such portion of the certificates of participation evidencing and
representing proportionate and undivided interests in Installment Sale Payments scheduled to be
made by the City;
WHEREAS, the Authority may determine that securing the timely payment of the principal
and interest evidenced by the Certificates by obtaining a bond insurance policy (a “Certificate
Insurance Policy”) and/or a reserve surety bond or policy with respect thereto issued by a
municipal bond insurer (a “Certificate Insurer”) could be economically advantageous to the City;
WHEREAS, Stifel, Nicolaus & Company, Incorporated, or such other investment banking
firm as may be selected in the sole discretion of the City (the “Underwriter”), has submitted to the
City and the Authority a proposed form of an agreement to purchase the Certificates for resale to
investors, in the form of a Certificate Purchase Agreement (the “Certificate Purchase
Agreement”);
WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official
Statement”) to be distributed in connection with the public offering of the Certificates has been
prepared;
WHEREAS, the City is a member of the Authority and the Project is located within the
boundaries of the City;
WHEREAS, the City hereby finds that the refinancing of such public capital improvements
within the City will result in savings and further result in significant public benefits in the form of a
safe and reliable transportation network, demonstrable savings in effective interest rates, and the
more efficient delivery of City services to residential and commercial development;
WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California
Legislature) (“SB 450”) requires that the City Council obtain from an underwriter, municipal
advisor or private lender and disclose, prior to authorization of the issuance of bonds, including
debt instruments such as the Certificates, with a term of greater than 13 months, good faith
estimates of the following information in a meeting open to the public: (a) the true interest cost of
the Certificates, (b) the sum of all fees and charges paid to third parties with respect to the
Certificates, (c) the amount of proceeds of the Certificates expected to be received net of the fees
and charges paid to third parties and any reserves or capitalized interest paid or funded with
proceeds of the Certificates, and (d) the sum total of all debt service payments on the Certificates
calculated to the final maturity of the Certificates plus the fees and charges paid to third parties
not paid with the proceeds of the Certificates;
WHEREAS, in compliance with SB 450, the City Council has obtained from Urban
Futures, Inc., as the Program Advisor, and the Underwriter, the required good faith estimates and
such estimates are disclosed and set forth on Exhibit A attached hereto; and
12.1.a
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WHEREAS, all acts, conditions and things required by the laws of the State of California
to exist, to have happened and to have been performed precedent to and in connection with the
consummation of such refinancing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the City is now duly
authorized and empowered, pursuant to each and every requirement of law, to consummate such
refinancing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Menifee as
follows:
Section 1. The foregoing recitals herein contained are true and correct and the City
Council so finds.
Section 2. The form of the First Supplement to 2012 Installment Sale Agreement, on
file with the City Clerk, is hereby approved, and any of the Authorized Officers designated in
Section 12 hereof or the written designee of any such officer (the “Authorized Officers”) are each
hereby authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the First Supplement to 2012 Installment Sale Agreement in substantially said form, with
such changes, insertions and omissions therein as the Authorized Officer executing the same
may require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof; provided, however, that (i) the aggregate amount of the principal components of the
installment sale payments shall not exceed $19,000,000, (ii) the final maturity of the installment
sale payments shall not exceed June 1, 2042 and (iii) there shall be present value savings with
respect to the refunding of the Series 2012 Certificates of at least 3% of the principal evidenced
by the Series 2012 Certificates using the yield on the Certificates as the discount rate. Pursuant
to the terms of the First Supplement to 2012 Installment Sale Agreement, the City Council further
authorizes the execution and delivery of additional Contracts in the future from time to time for
the purpose of financing the design, acquisition and construction of additional roadway
improvements and street resurfacing, which are necessary and proper for, and for the common
benefit of, the City, the payment for which may be made from Gas Tax Revenues and Measure
A Receipts, each as defined in the First Supplement to 2012 Installment Sale Agreement, on a
parity with the payment of the Installment Sale Payments.
Section 3. The form of First Supplement to Trust Agreement, on file with the City Clerk,
is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and
in the name and on behalf of the City, to execute and deliver the First Supplement to Trust
Agreement in substantially said form, with such changes, insertions and omissions therein as the
Authorized Officer executing the same may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof; provided that the Certificates may be executed
and delivered on a federally tax-exempt basis if then permissible under the Code as shall be
determined by such Authorized Officer.. The execution and delivery of the Certificates, on the
terms and conditions set forth in, and subject to the limitations specified in, the First Supplement
to Trust Agreement and the First Supplement to 2012 Installment Sale Agreement, is hereby
authorized and approved. The Certificates shall be dated, shall bear interest at the rates, shall
mature on the dates, shall be subject to call and prepayment, shall be executed and delivered in
the form and shall be as otherwise provided in the First Supplement to Trust Agreement, as the
same shall be completed. The Trustee is authorized and directed to prepare and execute the
Certificates and to deliver the Certificates to the Purchaser (as defined in the First Supplement to
Trust Agreement) upon payment of the purchase price thereof, pursuant to the terms of the First
Supplement to Trust Agreement.
12.1.a
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Section 4. The form of Program Trust Agreement, on file with the City Clerk, is hereby
approved, and the Authorized Officers are each hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Program Trust Agreement in
substantially said form, with such changes, insertions and omissions therein as the Authorized
Officer executing the same may require or approve, such approval to be conclusively evidenced
by the execution and delivery thereof; provided that the Certificates may be executed and
delivered on a federally tax-exempt basis if then permissible under the Code as shall be
determined by such Authorized Officer.. The execution and delivery of the Certificates, on the
terms and conditions set forth in, and subject to the limitations specified in, the Program Trust
Agreement, is hereby authorized and approved. The Certificates shall be dated, shall bear
interest at the rates, shall mature on the dates, shall be subject to call and prepayment, shall be
executed and delivered in the form and shall be as otherwise provided in the Program Trust
Agreement, as the same shall be completed. The Trustee is authorized and directed to prepare
and execute the Certificates and to deliver the Certificates to the Purchaser (as defined in the
Program Trust Agreement) upon payment of the purchase price thereof, pursuant to the terms of
the Program Trust Agreement. The Trustee is authorized and directed to execute and deliver the
Certificates pursuant to the terms of the Program Trust Agreement on behalf of the Local Agency.
Section 5. The form of Certificate Purchase Agreement, on file with the City Clerk,
including the form of the Pricing Confirmation set forth as an exhibit thereto (the “Pricing
Confirmation”) is hereby approved, and the Authorized Officers are each hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the Certificate
Purchase Agreement in substantially said form, with such changes therein as the Authorized
Officer executing the same may require or approve including, without limitation, as may be
necessary to provide for an engagement for Stifel, Nicolaus & Company, Incorporated to act as
placement agent for a private placement of the Certificates in place of or together with the
Certificate Purchase Agreement, such approval to be conclusively evidenced by the execution
and delivery thereof; provided, however, that the underwriter’s discount and/or placement agent
fee for the sale of the Certificates and/or the certificates of participation to be executed and
delivered under the Program Trust Agreement, shall not exceed 0.950% of the aggregate principal
amount of the principal components of the installment sale payments payable under the First
Supplement to 2012 Installment Sale Agreement and delivered under the Certificate Purchase
Agreement. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy shall be
deemed effective execution and delivery for all purposes.
Section 6. The form of Escrow Agreement, on file with the City Clerk, is hereby
approved, and the Authorized Officers are each hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially
said form, with such changes therein as the Authorized Officer executing the same may require
or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 7. The form of Preliminary Official Statement, on file with the City Clerk, with
such changes, insertions and omissions therein as may be approved by an Authorized Officer, is
hereby approved, and the use of the Preliminary Official Statement in connection with the offering
and sale of the Certificates is hereby authorized and approved. Any one of the Authorized Officers
is hereby authorized and directed to provide the Underwriter with such information relating to the
City as they shall reasonably request for inclusion in the Preliminary Official Statement and Official
Statement. Upon inclusion of the information relating to the City therein, the Preliminary Official
Statement is, except for certain omissions permitted by Rule 15c2-12 of the Securities Exchange
Act of 1934, as amended (the “Rule”) and information describing other local agencies therein
which may participate in the Program, hereby deemed final within the meaning of the Rule;
12.1.a
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provided that no representation is made as to the information contained in the Preliminary Official
Statement relating to any Certificate Insurer or Certificate Insurance Policy. If, at any time prior
to the end of the underwriting period, as defined in the Rule, any event occurs as a result of which
the information contained in the Preliminary Official Statement relating to the City might include
an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading,
the City shall promptly notify the Underwriter. Each Authorized Officer is authorized and directed,
and the Authority is hereby authorized and directed, at or after the time of the sale of the
Certificates, for and in the name and on behalf of the City, to execute a final Official Statement in
substantially the form of the Preliminary Official Statement presented to this meeting, with such
additions thereto or changes therein as the City and the Authority may approve, such approval to
be conclusively evidenced by the execution and delivery thereof.
Section 8. The form of Continuing Disclosure Agreement, on file with the City Clerk,
is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and
in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement
in substantially the form presented at this meeting with such changes therein as the Authorized
Officer executing the same may approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 9. With the passage of this Resolution, the City hereby certifies that the City’s
obligations under the First Supplement to 2012 Installment Sale Agreement including, without
limitation, to make the 2020 Installment Sale Payments payable as provided in the First
Supplement to 2012 Installment Sale Agreement as contemplated by this Resolution is in
compliance with the Debt Management Policy and instructs Orrick, Herrington & Sutcliffe LLP, as
Bond Counsel, on behalf of the City with respect to the Certificates described in this Resolution,
(a) to cause notices of the proposed sale and final sale of the Certificates to be filed in a timely
manner with the California Debt and Investment Advisory Commission pursuant to Government
Code Section 8855, and (b) to check, on behalf of the City, the “Yes” box relating to such
certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.
Section 10. In accordance with SB 450, good faith estimates of the following have been
obtained from the Municipal Advisor and the Underwriter and are set forth on Exhibit A attached
hereto: (a) the true interest cost of the Certificates, (b) the sum of all fees and charges paid to
third parties with respect to the Certificates, (c) the amount of proceeds of the Certificates
expected to be received net of the fees and charges paid to third parties and any reserves or
capitalized interest paid or funded with proceeds of the Certificates, and (d) the sum total of all
debt service payments on the Certificates calculated to the final maturity of the Certificates plus
the fees and charges paid to third parties not paid with the proceeds of the Certificates.
Section 11. The Authority is hereby authorized to apply for a Certificate Insurance
Policy and/or a reserve surety bond or policy for the Certificates and to obtain such insurance if
the present value cost of such insurance is less than the present value of the estimated interest
savings with respect to the Certificates.
Section 12. The appointment of Stifel, Nicolaus & Company, Incorporated as the
Underwriter of the Certificates, Urban Futures Inc. as municipal advisor to the City and Orrick,
Herrington & Sutcliffe LLP as special counsel is hereby approved.
Section 13. The Authorized Officer designated below and any and all other officers,
agents and employees of the City are hereby authorized and directed to take any and all actions
12.1.a
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7
including the substitution of the trustee and the sale and deposit of the Certificates under the
Program Trust Agreement, and execute and deliver any and all documents necessary or
convenient to accomplish the purposes of this Resolution.
Authorized Officers:
TITLE
(1) Mayor
(2) City Manager
Section 14. All actions heretofore taken by the officers, employees and agents of the
City with respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 15. This Resolution shall be in full force and effect upon its adoption.
12.1.a
Packet Pg. 243 Attachment: Resolution - TRIP Refunding Series 2020 (Good Faith Estimate-Exhibit A) [Revision 3] (2608 : Total Road Improvement Program
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Section 16. The City Clerk shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this 19th day of August, 2020
Bill Zimmerman, Mayor
Attest:
Sarah A. Manwaring, City Clerk
Approved as to form:
Jeffrey T. Melching, City Attorney
12.1.a
Packet Pg. 244 Attachment: Resolution - TRIP Refunding Series 2020 (Good Faith Estimate-Exhibit A) [Revision 3] (2608 : Total Road Improvement Program
A-1
EXHIBIT A
GOOD FAITH ESTIMATES
The following information was provided by the City of Menifee (the “City”) and obtained
from the Program Advisor and the Underwriter, and is provided in compliance with Senate Bill 450
(Chapter 625 of the 2017-2018 Session of the California Legislature) with respect to the City’s
2020 Installment Sale Payments (as defined in the Installment Sale Agreement to be executed
by the City) and the certificates of participation evidencing and representing proportionate and
undivided interests in Installment Sale Payments scheduled to be made by the City and the
certificates of participation to be executed and delivered under the Program Trust Agreement (the
“Certificates”):
1. True Interest Cost of the Certificates. Assuming the estimated aggregate principal
amount of the Certificates evidencing and representing a proportionate, undivided interest in the
City’s 2020 Installment Sale Payments to be executed and delivered ($17,850,000) is sold, and
based on market interest rates prevailing at the time of preparation of this information, a good
faith estimate of the true interest cost of the 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 Certificates, is 3.41%.
2. Finance Charge of the Certificates. Assuming the estimated aggregate principal
amount of the Certificates evidencing and representing a proportionate, undivided interest in the
City’s 2020 Installment Sale Payments to be executed and delivered ($17,850,000) is sold, and
based on market interest rates prevailing at the time of preparation of this information, a good
faith estimate of the finance charge of the Certificates, which means the sum of all fees and
charges paid to third parties (or costs associated with the Certificates), is $480,939.
3. Amount of Proceeds to be Received. Assuming the estimated aggregate principal
amount of the Certificates evidencing and representing a proportionate, undivided interest in the
City’s 2020 Installment Sale Payments to be executed and delivered ($17,850,000) is sold, and
based on market interest rates prevailing at the time of preparation of this information, a good
faith estimate of the amount of proceeds expected to be received by the City from sale of the
Certificates less the finance charge of the Certificates described in paragraph 2 above and any
reserves or capitalized interest paid or funded with proceeds of the Certificates, is $17,369,061.
4. Total Payment Amount. Assuming the estimated aggregate principal amount of
the Certificates evidencing and representing a proportionate, undivided interest in the City’s 2020
Installment Sale Payments to be executed and delivered ($17,850,000) is sold, and based on
market interest rates prevailing at the time of preparation of this information, a good faith estimate
of the total payment amount, which means the sum total of all payments the City will make to pay
its 2020 Installment Sale Payments with respect to the Certificates plus the finance charge of the
Certificates described in paragraph 2 above not paid with the proceeds of the Certificates,
calculated to the final maturity of the Certificates, is $25,027,321.
Attention is directed to the fact that the foregoing information constitutes good faith
estimates only. The actual interest cost, finance charges, amount of proceeds and total payment
amount may vary from those presently estimated due to variations from these estimates in the
timing of the sale of the Certificates, the actual principal amount of Certificates sold, the
amortization of the Certificates sold and market interest rates at the time of sale. The date of sale
and the amount of Certificates sold will be determined by the City based on need for improvement
funds and other factors. The actual interest rates at which the Certificates will be sold will depend
on the bond market at the time of sale. The actual amortization of the Certificates will also depend,
12.1.a
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A-2
in part, on market interest rates at the time of sale. Market interest rates are affected by economic
and other factors beyond the City’s control. The City Council has approved the execution and
delivery of the Certificates provided that the present value savings with respect to the refunding
of the Series 2012 Certificates is at least 3% of the principal evidenced by the Series 2012
Certificates using the yield on the Certificates as the discount rate.
12.1.a
Packet Pg. 246 Attachment: Resolution - TRIP Refunding Series 2020 (Good Faith Estimate-Exhibit A) [Revision 3] (2608 : Total Road Improvement Program
AGENDA DRAFT
PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2020
NEW ISSUE – BOOK-ENTRY ONLY INSURED RATING: Standard & Poor’s: “___”
UNDERLYING RATING: Standard & Poor’s: “___”
(See “RATINGS”)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel to the Local Agencies, based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, the interest on the Installment Sale Payments paid by each Local Agency under the applicable 2020 Installment Sale Agreement and received by the owners of the Certificates is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. Special Counsel is of the opinion that the interest on the Installment Sale Payments paid by each Local Agency under the applicable
2020 Installment Sale Agreement and received by the owners of the Certificates is exempt from State of California personal income taxes. Special Counsel expresses no opinion
regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Installment Sale Payments. . See “TAX MATTERS.”
$___________
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020
(FEDERALLY TAXABLE) (T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Evidencing Proportionate and Undivided Interest of the Owners Thereof
in Installment Sale Payments to be Made by
Participating Local Agencies
Pursuant to Certain 2020 Installment Sale Agreements
Dated: Date of Delivery Due: June 1, as shown on inside cover
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE CERTIFICATES. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
The California Statewide Communities Development Authority Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020 (Federally Taxable) (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), are being executed and delivered in the aggregate principal amount of $_______* by Wilmington Trust, N.A., as trustee (the
“Trustee”), pursuant to the provisions of a Trust Agreement, dated as of __________ 1, 2020 (the “Trust Agreement”), by and among the California Statewide Communities
Development Authority (the “Authority”), the Trustee, and the local agencies named therein (each, a “Local Agency” and, collectively, the “Local Agencies”). Capitalized terms used
on this cover page and not otherwise defined shall have the meanings ascribed to them elsewhere in this Official Statement. See in particular “APPENDIX A – SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS – Definitions.”
The proceeds from the sale of the Certificates will be used to (i) refinance the design, acquisition, and construction of certain local roadway and street improvement projects
within the jurisdiction of each Local Agency, as applicable (each, a “Project” and, collectively, the “Project”), (ii) purchase insurance policies that constitute Qualified Reserve
Instruments (as defined herein) in lieu of the required deposit to the applicable reserve subaccounts for each Local Agency within the reserve fund for the Certificates, and (iii) pay the
costs incurred in connection with the execution, sale, and delivery of the Certificates. The Authority will sell each Project to the applicable Local Agency pursuant to a 2020 Installment
Sale Agreement, each dated as of _______ 1, 2020 (each, a “2020 Installment Sale Agreement” and, collectively, the “2020 Installment Sale Agreements”), by and between the
Authority and the applicable Local Agency. See “ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS,” “THE LOCAL AGENCIES,” and “SECURITY AND
SOURCES OF PAYMENT FOR THE CERTIFICATES – Reserve Fund.”
Each Local Agency is required under its 2020 Installment Sale Agreement to make installment sale payments (collectively, the “Installment Sale Payments”) to the Authority,
which Installment Sale Payments are payable from a first lien on all Measure A Receipts (as defined herein), generally consisting of certain amounts received by the Local Agency
from a 0.5% sales tax that will be collected in the County of Riverside, California, for a thirty-year period ending on June 30, 2039, to the extent the applicable Project constitutes a
Measure A Project (as defined herein), in an amount not greater than the Installment Sale Payments related to such Measure A Project. The Installment Sale Payments required to be
paid by the City of Desert Hot Springs and the City of Menifee, each a Local Agency, to the Authority are also payable from a first lien on all Gas Tax Revenues (as defined herein),
generally consisting of certain amounts received by each such Local Agency from taxes imposed on the sale of motor vehicle fuels. Installment Sale Payments are scheduled in an
amount sufficient to pay, when due, the annual principal and interest with respect to the Certificates. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” “MEASURE A REVENUES; MEASURE A RECEIPTS,” and “RISK FACTORS.” The Measure A Receipts are the sole source of payment of the Installment Sale Payments. Neither the general fund of any Local Agency nor any other moneys of any Local Agency are available to pay or secure the Installment Sale Payments or the Certificates. The obligation of
each Local Agency to pay its Installment Sale Payments is not subject to abatement.
The Certificates will be executed and delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Certificates. Individual purchases of Certificates may be made in book-entry
form only, in the principal amount of $5,000 or integral multiples thereof for each maturity. Purchasers will not receive certificates representing their interest in the Certificates
purchased. See “THE CERTIFICATES – Book-Entry Only System.”
Payments of principal and interest with respect to the Certificates will be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for
subsequent dispersal to beneficial owners of the Certificates as described herein. Interest with respect to the Certificates is payable semiannually each June 1 and December 1,
commencing _______ 1, 20__, until the maturity or the earlier prepayment thereof. Principal with respect to the Certificates will be paid on each June 1, commencing _______ 1,
20__, upon surrender of such Certificate at the principal corporate office of the Trustee upon maturity or the earlier prepayment thereof.
The Certificates are subject to optional, mandatory, and mandatory sinking fund prepayment prior to their stated principal payment dates as described herein.
The scheduled payment of principal and interest with respect to the Certificates when due will be guaranteed under an insurance policy to be issued concurrently with
the delivery of the Certificates by ___________. See “CERTIFICATE INSURANCE POLICY” and “APPENDIX E – SPECIMEN MUNICIPAL BOND INSURANCE
POLICY.”
[insurer logo]
THE OBLIGATION OF EACH LOCAL AGENCY TO MAKE INSTALLMENT SALE PAYMENTS UNDER ITS 2020 INSTALLMENT SALE AGREEMENT IS A SPECIAL
OBLIGATION OF SUCH LOCAL AGENCY PAYABLE SOLELY FROM MEASURE A RECEIPTS AND, IN THE CASE OF THE CITY OF DESERT HOT SPRINGS AND THE CITY OF MENIFEE, ALSO GAS TAX REVENUES, AND DOES NOT CONSTITUTE A DEBT OF SUCH LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE AUTHORITY, THE STATE OF CALIFORNIA (THE “STATE”), OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION
OR FOR WHICH THE LOCAL AGENCY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.
THE AUTHORITY HAS NO TAXING POWER.
[See Maturity Schedule on Inside Cover]
The Certificates are offered when, as, and if executed and delivered to and received by the Underwriter, subject to the approval of legality by Orrick,
Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel to the Local Agencies. Certain legal matters will be passed upon for the Authority by
Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, for the City of Desert Hot Springs by Stream Kim Hicks Wrage & Alfaro, P.C., Riverside, California,
its City Attorney, for the City of Menifee by its City Attorney, for the City of Moreno Valley by its City Attorney, and for the Underwriter by Jones Hall, A
Professional Law Corporation, San Francisco, California, as Underwriter’s Counsel. It is anticipated that the Certificates in book-entry form will be available
for delivery through the facilities of DTC in New York, New York, on or about ___________, 2020.
Dated: ___________, 2020
Preliminary; subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 12.1.b
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MATURITY SCHEDULE
Maturity
Date
(June 1)
Principal
Amount
Interest
Rate Yield Price CUSIP (1) No.
Maturity
Date
(June 1)
Principal
Amount
Interest
Rate Yield Price CUSIP (1) No.
$____________ _____% Term Certificates due June 1, 20__; Yield: _____%; Price: ____; CUSIP (1) No. _________
___________________________
(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services (“CGS”),
managed by S&P Capital IQ on behalf of The American Bankers Association. These data are not intended to create a database and do not serve
in any way as a substitute for the CGS database. None of the Authority, the Local Agencies, or the Underwriter are responsible for the selection or correctness of the CUSIP numbers set forth herein. CUSIP numbers have been assigned by an independent company not affiliated with the
Authority, the Local Agencies, or the Underwriter and are included solely for the convenience of the registered owners of the Certificates. None
of the Authority, the Local Agencies, or the Underwriter are responsible for the selection or uses of these CUSIP numbers, and no representation
is made as to their correctness with respect to the Certificates or as included herein. The CUSIP number for a specific maturity of Certificate is
subject to being changed after the execution and delivery of the Certificates as a result of various subsequent actions including, but not limited
to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by
investors that is applicable to all or a portion of certain maturities of the Certificates.
12.1.b
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PARTICIPATING LOCAL AGENCIES
City of Desert Hot Springs, California
Scott Matas, Mayor
Robert Griffith, Mayor Pro-Tem
Russell Betts, Council Member
Gary Gardner, Council Member
Jan Pye, Council Member
Chuck Maynard, City Manager
Geoffrey Buchheim, Finance Director
Jerryl Soriano, City Clerk
City of Menifee, California
Bill Zimmerman, Mayor
Matt Leisemeyer, Mayor Pro-Tem
Greg August, Council Member
Dean Deines, Council Member
Lisa Sobek, Council Member
Armando G. Villa, City Manager
Wendy Preece, Deputy Finance Director
Sarah Manwaring, City Clerk
City of Moreno Valley, California
Dr. Yxstian Gutierrez, Mayor
Victoria Baca, Vice Mayor
Ulises Cabrera, Councilmember
David Marquez, Councilmember
Dr. Carla J. Thornton, Councilmember
Mike Lee, City Manager
Marshall Eyerman, Assistant City Manager/Chief
Financial Officer/City Treasurer
Pat Jacquez-Nares, City Clerk
PROFESSIONAL SERVICES
Special Counsel
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
Underwriter’s Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
Wilmington Trust, N.A.
Costa Mesa, California
Municipal Advisor
Urban Futures, Inc.
Orange, California
Verification Agent
Causey Demgen & Moore P.C.
Denver, Colorado
12.1.b
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No dealer, broker, salesperson, or other person has been authorized by any Local Agency, the
Authority, or Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), to give any information or to
make any representations other than those contained in this Official Statement and, if given or made, such
other information or representations must not be relied upon as having been authorized by any of the
foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy
the Certificates, nor shall there be any sale of the Certificates, by any person in any jurisdiction in which it
is unlawful for such person to make such offer, solicitation, or sale.
This Official Statement is not to be construed to be a contract with the purchasers of the Certificates.
Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion,
whether or not expressly described as such herein, are intended solely as such and are not to be construed
as representations of fact.
The information set forth in this Official Statement has been obtained from each Local Agency, the
Authority, and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or
completeness and it is not to be construed as a representation by any such Local Agency or the Authority.
The information and expressions of opinion herein are subject to change without notice, and neither the
delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any
implication that there has been no change in the affairs of any Local Agency or the Authority since the date
of this Official Statement.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The
Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of
this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
This Official Statement is submitted in connection with the sale of the Certificates referred to herein
and may not be reproduced or used, in whole or in part, for any other purpose.
THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE
CERTIFICATES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
LAWS OF ANY STATE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
THE UNDERWRITER MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN
DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES
LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE
HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY
THE UNDERWRITER.
___________ (“___” or the “Certificate Insurer”) makes no representation regarding the
Certificates or the advisability of investing in the Certificates. In addition, ___ has not independently
verified, makes no representation regarding, and does not accept any responsibility for the accuracy or
completeness of this Official Statement or any information or disclosure contained herein, or omitted
herefrom, other than with respect to the accuracy of the information regarding ____ supplied by ___ and
presented under the heading “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,”
“CERTIFICATE INSURANCE POLICY,” and “APPENDIX E – Specimen Municipal Bond Insurance
Policy.”
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TABLE OF CONTENTS
Page
INTRODUCTION .............................................................................................................................................1
Description of the Certificates .....................................................................................................................1
Authorization ...............................................................................................................................................2
Judicial Validations .....................................................................................................................................2
Use of Certificate Proceeds .........................................................................................................................2
Payment of Principal and Interest ................................................................................................................3
Prepayment of Certificates ..........................................................................................................................3
Security and Sources of Payment for the Certificates .................................................................................3
Special, Limited Obligation of the Local Agencies ....................................................................................5
Continuing Disclosure .................................................................................................................................5
Forward-Looking Statements ......................................................................................................................5
COVID-19 Pandemic ..................................................................................................................................6
Risk Factors Associated with Purchasing the 2020 Bonds..........................................................................6
References Qualified ...................................................................................................................................6
REFUNDING PLAN .........................................................................................................................................7
Refunding of Desert Hot Springs 2012 Certificates ....................................................................................7
Refunding of Menifee 2012 Certificates .....................................................................................................7
Refunding of Moreno Valley 2013 Certificates ..........................................................................................7
Verification of Mathematical Accuracy ......................................................................................................8
ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS ........................................................8
THE CERTIFICATES .......................................................................................................................................9
Authorization and Registration of Certificates ............................................................................................9
Judicial Validations .....................................................................................................................................9
Payment of Certificates .............................................................................................................................10
Prepayment of Certificates ........................................................................................................................10
Purchase of Certificates in Lieu of Prepayment ........................................................................................11
Selection of Certificates for Prepayment ...................................................................................................12
Notice of Prepayment; Effect of Notice ....................................................................................................12
Partial Prepayment or Purchase of Certificates .........................................................................................13
Effect of Prepayment .................................................................................................................................13
Book-Entry Only System ..........................................................................................................................13
Debt Service ..............................................................................................................................................16
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES .................................................17
Installment Sale Payments .........................................................................................................................17
Pledge of Gas Tax Revenues .....................................................................................................................17
Pledge of Measure A Receipts ..................................................................................................................18
Pledged Tax Fund ......................................................................................................................................18
Deposit of Other Available Revenues .......................................................................................................21
Additional Contracts ..................................................................................................................................21
Reserve Fund .............................................................................................................................................21
Certificate Insurance Policy ......................................................................................................................22
THE LOCAL AGENCIES ...............................................................................................................................23
GAS TAX REVENUES ..................................................................................................................................23
Statewide Fuel Consumption .....................................................................................................................23
Statewide Gas Tax Apportionments ..........................................................................................................24
City of Desert Hot Springs Gas Tax Revenues .........................................................................................26
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City of Menifee Gas Tax Revenues ...........................................................................................................29
MEASURE A REVENUES; MEASURE A RECEIPTS ................................................................................31
Pledge of Measure A Receipts ..................................................................................................................31
The Measure A Sales Tax..........................................................................................................................31
Riverside County Transportation Commission .........................................................................................32
Senior Lien Measure A Obligations ..........................................................................................................32
Collection and Allocation of Measure A Revenues ..................................................................................33
HISTORICAL DEBT SERVICE COVERAGE AND MAXIMUM ANNUAL DEBT SERVICE
COVERAGE .............................................................................................................................................41
CERTIFICATE INSURANCE POLICY .........................................................................................................43
RISK FACTORS .............................................................................................................................................43
Public Health Emergencies........................................................................................................................43
Installment Sale Payments Constitute Limited Obligations ......................................................................44
Passive Revenue Source ............................................................................................................................44
Allocation of Measure A Revenues to the Local Agencies is Subordinate to Payment of Senior Lien
Measure A Obligations .......................................................................................................................45
Limitations on Use of Measure A Revenues .............................................................................................45
Senior Lien Measure A Obligations ..........................................................................................................46
Additional Contracts ..................................................................................................................................46
Limitations on Remedies; Bankruptcy ......................................................................................................46
Constitutional Limitations on Appropriations ...........................................................................................46
Previous Diversion of Gas Tax Revenues .................................................................................................47
Gasoline Sales Subject to Fluctuation .......................................................................................................48
California State Legislature or Electorate May Change Items Subject to Measure A Sales Tax ..............48
Increases in Sales Tax Rate May Cause Declines in Measure A Revenues ..............................................48
No Liability of Authority to Owners .........................................................................................................48
Economic, Political, Social, and Environmental Conditions .....................................................................49
Natural Disasters .......................................................................................................................................49
Secondary Market ......................................................................................................................................49
Risks Associated with Certificate Insurance Policy ..................................................................................49
CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND
APPROPRIATIONS .................................................................................................................................50
Article XIIIB of the California Constitution – Limitations on Appropriations .........................................50
Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes ..........................51
Future Initiatives ........................................................................................................................................52
THE AUTHORITY .........................................................................................................................................53
TAX MATTERS ..............................................................................................................................................53
RATINGS ........................................................................................................................................................57
CONTINUING DISCLOSURE .......................................................................................................................57
MUNICIPAL ADVISOR .................................................................................................................................57
UNDERWRITING ..........................................................................................................................................58
NO LITIGATION ............................................................................................................................................58
The Authority ............................................................................................................................................58
The Local Agencies ...................................................................................................................................58
CERTAIN LEGAL MATTERS.......................................................................................................................59
MISCELLANEOUS ........................................................................................................................................59
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APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS .................................................. A-1
APPENDIX B GENERAL INFORMATION REGARDING PARTICIPATING LOCAL AGENCIES .B-1
APPENDIX C PROPOSED FORMS OF SPECIAL COUNSEL OPINIONS ..........................................C-1
APPENDIX D FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT ............ D-1
APPENDIX E SPECIMEN MUNICIPAL BOND INSURANCE POLICY ............................................ E-1
APPENDIX F CITY OF DESERT HOT SPRINGS BASIC FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED JUNE 30, 2019 ........................................................................ F-1
APPENDIX G CITY OF MENIFEE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE
FISCAL YEAR ENDED JUNE 30, 2019 ....................................................................... G-1
APPENDIX H CITY OF MORENO VALLEY COMPREHENSIVE ANNUAL FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 2019 ....................................................... H-1
12.1.b
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OFFICIAL STATEMENT
$___________
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020
(FEDERALLY TAXABLE) (T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Evidencing Proportionate and Undivided Interest of the Owners Thereof
in Installment Sale Payments to be Made by
Participating Local Agencies
Pursuant to Certain 2020 Installment Sale Agreements
INTRODUCTION
This Official Statement, which includes the cover page, inside cover page, Table of Contents, and
Appendices (the “Official Statement”), provides certain information concerning the execution and delivery
of the California Statewide Communities Development Authority Transportation Revenue (Installment Sale)
Certificates of Participation, Series 2020 (Federally Taxable) (T.R.I.P. – Total Road Improvement Program)
(the “Certificates”), in an aggregate principal amount of $________*. Descriptions and summaries of
various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is
made to each such document for complete details of all terms and conditions therein. All statements in this
Official Statement are qualified in their entirety by reference to the applicable documents.
This Introduction is subject in all respects to the more complete information contained elsewhere
in this Official Statement, and the offering of the Certificates to potential investors is made only by means
of the entire Official Statement. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS –
Definitions.”
Description of the Certificates
The Certificates will be dated the date of their initial delivery and will mature on the dates and in
the principal amounts set forth on the inside cover page hereof. The Certificates will be initially registered
in the name of Cede & Co., as nominee for The Depository Trust Company, which will act as securities
depository for the Certificates.
The Certificates evidence proportionate and undivided interests of the registered owners thereof
(the “Owners”) in installment sale payments (the “Installment Sale Payments”) to be made by each Local
Agency (as defined herein) to the California Statewide Communities Development Authority (the
“Authority”), as the purchase price for certain local roadway and street resurfacing projects throughout the
geographic boundaries of each Local Agency (each, a “Project” and, collectively, the “Projects”) pursuant
to certain 2020 Installment Sale Agreements, each dated as of __________ 1, 2020 (each, a “2020
Installment Sale Agreement” and, collectively, the “2020 Installment Sale Agreements”), each by and
between the Authority and the applicable Local Agency. The Local Agencies consist of the City of Desert
Hot Springs, California (the “City of Desert Hot Springs”), the City of Menifee, California (the “City of
Menifee”), and the City of Moreno Valley, California (the “City of Moreno Valley”). The City of Desert
Hot Springs, the City of Menifee, and the City of Moreno Valley are each defined herein as a “Local Agency”
Preliminary; subject to change.
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and collectively defined herein as the “Local Agencies.” See “THE CERTIFICATES,” “SECURITY AND
SOURCES OF PAYMENT FOR THE CERTIFICATES,” and “THE LOCAL AGENCIES.”
Authorization
The Certificates are being executed and delivered by Wilmington Trust, N.A., as trustee (the
“Trustee”), pursuant to (i) a Trust Agreement, dated as of __________ 1, 2020 (the “Trust Agreement”),
by and among the Authority, the Trustee, and each Local Agency, and (ii) a resolution adopted by the
Authority on ____________, 2020, a resolution adopted by the City of Desert Hot Springs on
_____________, 2020, a resolution adopted by the City of Menifee on _____________, 2020, and a
resolution adopted by the City of Moreno Valley on ___________, 2020 (collectively, the “Resolutions”).
See “THE CERTIFICATES – Authorization” and Registration of Certificates” and “APPENDIX A –
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.”
Judicial Validations
Each of the Local Agencies previously obtained judgments in their favor in the Superior Court of
the State of California for the County of Riverside (the “Riverside County Superior Court”) pursuant to
California Government Code Section 53510 et seq. and California Code of Civil Procedure Section 860 et
seq. (collectively, the “Validation Law”) seeking to validate certain issues raised by the proposed execution
and delivery of certificates of participation previously executed and delivered for their respective benefit.
Such judgments validate not only such previously issued certificates of participation but also indebtedness
incurred to prepay such prior certificates of participation for savings, and Orrick, Herrington & Sutcliffe
LLP, Los Angeles, California, Special Counsel, in issuing its final approving opinion on the Certificates,
will rely, among other things, on such judgments. See “The CERTIFICATES – Judicial Validations.”
Use of Certificate Proceeds
The proceeds from the sale of the Certificates will be used to:
(i) refinance the design, acquisition, and construction of the Projects of the City
Desert Hot Springs by prepaying all of the outstanding California Communities Transportation
Revenue (Installment Sale) Certificates of Participation, Series 2012A (T.R.I.P. – Total Road
Improvement Program) (the “Desert Hot Springs 2012 Certificates”), which evidence proportionate
and undivided interests in installment sale payments (the “Desert Hot Springs 2012 Installment
Sale Payments”) payable by the City of Desert Hot Springs under a 2012 Installment Sale
Agreement, dated as of February 1, 2012 (the “Desert Hot Springs 2012 Installment Sale
Agreement”), by and between the Authority and the City of Desert Hot Springs;
(ii) refinance the design, acquisition, and construction of the Projects of the City
Menifee by prepaying all of the outstanding California Communities Transportation Revenue
(Installment Sale) Certificates of Participation, Series 2012B (T.R.I.P. – Total Road Improvement
Program) (the “Menifee 2012 Certificates”), which evidence proportionate and undivided interests
in installment sale payments (the “Menifee 2012 Installment Payments”) payable by the City of
Menifee under a 2012 Installment Sale Agreement, dated as of May 1, 2012 (the “Menifee 2012
Installment Sale Agreement”), by and between the Authority and the City of Menifee;
(iii) refinance the design, acquisition, and construction of the Projects of the City
Moreno Valley by prepaying all of the outstanding California Communities Local Measure A Sale
Tax Revenues (Installment Sale) Certificates of Participation, Series 2013A (T.R.I.P. – Total Road
Improvement Program) (the “Moreno Valley 2013 Certificates” and together with the Desert Hot
Springs 2012 Certificates and the Menifee 2012 Certificates, the “Prior Certificates”), which
12.1.b
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evidence proportionate and undivided interests in installment sale payments (the “Moreno Valley
2013 Installment Payments”) payable by the City of Moreno Valley under a 2013 Installment Sale
Agreement, dated as of August 1, 2013 (the “Moreno Valley 2013 Installment Sale Agreement”
and together with the Desert Hot Springs 2012 Installment Sale Agreement and the Menifee 2012
Installment Sale Agreement, the “Prior Installment Sale Agreements”), by and between the
Authority and the City of Moreno Valley;
(iv) purchase insurance policies that constitute Qualified Reserve Instruments (as
defined herein) in lieu of the required deposit to the applicable reserve subaccounts (each, a
“Reserve Subaccount” and, collectively, the “Reserve Subaccounts”) within the reserve fund for
the Certificates (the “Reserve Fund”); and
(v) pay the costs incurred in connection with the execution, sale, and delivery of the
Certificates, including, but not limited to, the cost of the Certificate Insurance Policy (as defined
herein).
See “REFUNDING PLAN,” “ESTIMATED SOURCES AND USES OF CERTIFICATE
PROCEEDS,” “THE LOCAL AGENCIES” and “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES – Reserve Fund.”
Payment of Principal and Interest
Interest with respect to the Certificates is payable semiannually on June 1 and December 1,
commencing __________ 1, 2020 (each, an “Interest Payment Date”), and is payable by check mailed by
first class mail on the date such interest is due to the Owner at his address as it appears on the registration
books maintained by the Trustee; provided, however, that an Owner of $1,000,000 or more in aggregate
principal amount evidenced by the Certificates may request in writing that the Trustee pay the interest
evidenced by such Certificates by wire transfer and the Trustee shall comply with such request for all
Interest Payment Dates following the 15th day after receipt of such request until such request is rescinded.
Principal with respect to the Certificates will be payable on June 1 of each year, commencing
_________ 1, 20__ (each, a “Certificate Payment Date”), upon surrender of such Certificate at the principal
corporate trust office of the Trustee in Los Angeles, California, upon the maturity or earlier prepayment
thereof. See “THE CERTIFICATES.”
Prepayment of Certificates
The Certificates are subject to optional, mandatory, and mandatory sinking fund prepayment under
certain circumstances as described herein. See “THE CERTIFICATES – Prepayment of Certificates.”
Security and Sources of Payment for the Certificates
Installment Sale Payments. Pursuant to the 2020 Installment Sale Agreements with the City of
Desert Hot Springs and the City of Menifee, the City of Desert Hot Springs and the City of Menifee are
required to pay to the Trustee, from a first lien on the Gas Tax Revenues and Measure A Receipts (each as
defined below), the Installment Sale Payments attributable to each such Local Agency. Pursuant to the 2020
Installment Sale Agreement with the City of Moreno Valley, the City of Moreno Valley is required to pay
to the Trustee, from a first lien on the Measure A Receipts (as defined below), the Installment Sale Payments
attributable to the City of Moreno Valley. The Installment Sale Payments, when added to the Installment
Sale Payments received from the other Local Agencies, are designed to be sufficient, in both time and
amount, to pay, when due, the principal and interest evidenced and represented by the Certificates. Each
Local Agency is solely responsible for the payment of the Installment Sale Payments required to be paid
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pursuant to its 2020 Installment Sale Agreement, and no Local Agency is responsible for the payment of
any Installment Sale Payments attributable to any other Local Agency.
The term “Gas Tax Revenues” is defined in the 2020 Installment Sale Agreements with the City of
Desert Hot Springs and the City of Menifee to mean all amounts received by the applicable Local Agency
from the State in accordance with Streets and Highways Code Sections 2103, 2104(d), (e) and (f), 2105,
2106 and 2107, as such provisions may be amended, and all other revenues (except revenues received by
the applicable Local Agency in accordance with Streets and Highways Code Section 2107.5), if any,
received by the applicable Local Agency from taxes imposed on the purchase of motor vehicle fuels and
any payments, subventions or reimbursements received by the applicable Local Agency from the State in
lieu of such revenues.
The term “Measure A Receipts” is defined in the 2020 Installment Sale Agreements to mean
Measure A Revenues (as defined below) allocated by the Riverside County Transportation Commission
(the “Commission”) to the applicable Local Agency pursuant to the Measure A Ordinance, to the extent the
applicable Project constitutes a Measure A Project (as defined below), in an amount not greater than the
Installment Sale Payments related to such Measure A Project. The term “Measure A Revenues” is defined
in each 2020 Installment Sale Agreement to mean revenues of the Commission derived from a retail
transactions and use tax (the “Measure A Sales Tax”) imposed in the County of Riverside, California (the
“County”) pursuant to the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et
seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time
hereafter be amended or supplemented (the “Measure A Sales Tax Act”), and the Measure A Ordinance.
The term “Measure A Ordinance” is defined in each 2020 Installment Sale Agreement to mean Ordinance
No. 02-001, the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted
by the Commission 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. The term “Measure A Project”
is defined in each 2020 Installment Sale Agreement to mean a capital project for which Measure A Receipts
may be expended. The City of Desert Hot Spring’s entire Project constitutes a Measure A Project, the City
of Menifee’s entire Project constitutes a Measure A Project, and the City of Moreno Valley’s entire Project
constitutes a Measure A Project. All such Projects have either been completed or substantially completed.
A portion of Measure A Revenues are allocated by the Commission to the Local Agencies for the
Local Agency’s local streets and roads program on a basis that is subordinate to the Commission’s payment
of its Senior Lien Measure A Obligations, as described herein. See “MEASURE A REVENUES;
MEASURE A RECEIPTS – Senior Lien Measure A Obligations” and “ – Collection and Allocation of
Measure A Revenues” and “RISK FACTORS – Senior Lien Measure A Obligations.” In addition, only the
portion of Measure A Revenues allocated by the Commission to the Local Agencies constituting Measure
A Receipts may be applied to pay the Installment Sale Payments attributable to the Local Agencies. In
addition, while Measure A Revenues will be collected in the County for a thirty-year period ending on June
30, 2039, Installment Sale Payments will be payable by the Local Agencies through and including June 1,
2042. Investors should be aware that no Measure A Revenues will be allocated by the Commission to each
Local Agency and be available to make Installment Sale Payments in fiscal years 2040, 2041, and 2042.
See “RISK FACTORS – Limitations on Use of Measure A Revenues.”
Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the Authority’s
rights and remedies under the 2020 Installment Sale Agreements, including, but not limited to, the
Authority’s security interest in and lien upon the Gas Tax Revenues received by the City of Desert Hot
Springs and the City of Menifee and Measure A Receipts received by all three of the Local Agencies. See
“SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” “MEASURE A
REVENUES; MEASURE A RECEIPTS,” and “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS.”
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Reserve Fund and Reserve Subaccounts. Pursuant to the Trust Agreement, the Trustee is required
to maintain amounts on deposit in the applicable Reserve Subaccount of the Reserve Fund for each Local
Agency, which amounts are held by the Trustee and pledged to the payment of principal and interest with
respect to the Certificates, in amounts equal to each such Local Agency’s Reserve Fund Requirement (as
defined herein) for such Reserve Subaccount. See “SECURITY AND SOURCES OF PAYMENT FOR
THE CERTIFICATES – Reserve Fund” and “– Reserve Policies” and “APPENDIX A – SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS – Trust Agreement.”
Certificate Insurance Policy. Concurrently with the execution and delivery of the Certificates,
__________ (the “Certificate Insurer”) will issue its Municipal Bond Insurance Policy for the Certificates
(the “Certificate Insurance Policy”). The Certificate Insurance Policy guarantees the scheduled payment of
principal and interest with respect to the Certificates when due as set forth in the form of the Certificate
Insurance Policy included as Appendix E to this Official Statement. See “CERTIFICATE INSURANCE
POLICY.”
Special, Limited Obligation of the Local Agencies
THE OBLIGATION OF EACH LOCAL AGENCY TO MAKE INSTALLMENT SALE
PAYMENTS UNDER ITS 2020 INSTALLMENT SALE AGREEMENT IS A SPECIAL OBLIGATION
OF SUCH LOCAL AGENCY PAYABLE SOLELY FROM MEASURE A RECEIPTS AND, IN THE
CASE OF THE CITY OF DESERT HOT SPRINGS AND THE CITY OF MENIFEE, ALSO GAS TAX
REVENUES, AND DOES NOT CONSTITUTE A DEBT OF SUCH LOCAL AGENCY, ANY OTHER
LOCAL AGENCY, THE AUTHORITY, THE STATE OF CALIFORNIA (THE “STATE”), OR ANY
POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND DOES NOT CONSTITUTE AN
OBLIGATION FOR WHICH SUCH LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE,
OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY
FORM OF TAXATION OR FOR WHICH SUCH LOCAL AGENCY, ANY OTHER LOCAL AGENCY,
THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED
ANY FORM OF TAXATION. THE AUTHORITY HAS NO TAXING POWER.
Continuing Disclosure
In connection with the execution and delivery of the Certificates, each Local Agency will covenant
in a separate continuing disclosure agreement (each, a “Continuing Disclosure Agreement” and,
collectively, the “Continuing Disclosure Agreements”), executed for the benefit of Owners, to provide
certain financial information and operating data and notices of certain events. See “CONTINUING
DISCLOSURE” and “APPENDIX D – FORM OF LOCAL AGENCY CONTINUING DISCLOSURE
AGREEMENT.”
Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute
“forward-looking statements” within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and
Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally
identifiable by the terminology used such as “plan,” “intend,” “expect,” “propose,” “estimate,” “project,”
“budget,” “anticipate,” or other similar words. The achievement of certain results or other expectations
contained in such forward-looking statements involves known and unknown risks, uncertainties, and other
factors that may cause the actual results, performance, or achievements described to be materially different
from any future results, performance, or achievements expressed or implied by such forward-looking
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statements. No updates or revisions to these forward-looking statements are expected to be issued if or
when the expectations, events, conditions, or circumstances on which such statements are based change.
The forward-looking statements in this Official Statement are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in or implied by such forward-looking
statements. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.
COVID-19 Pandemic
The information regarding the Local Agencies, including without limitation, Gas Tax Revenues,
and Measure A Revenues, as applicable, and information regarding the County contained in this Official
Statement is the latest available, but unless otherwise indicated are as of dates and for periods before the
economic impact of the COVID-19 pandemic and measures instituted to slow it. Accordingly, such
information is not necessarily indicative of the current financial condition or future prospects of the Local
Agencies, the County and the region. See, in particular, “RISK FACTORS – Public Health Emergencies.”
Risk Factors Associated with Purchasing the 2020 Bonds
Investment in the Certificates involves risks that may not be appropriate for some investors. See
“RISK FACTORS” for a discussion of certain risk factors which should be considered, including the
potential impact of the COVID-19 pandemic, in addition to the other matters set forth in this Official
Statement, in considering the investment quality of the Certificates.
References Qualified
The summaries of and references to all documents, statutes, reports, and other instruments referred
to in this Official Statement do not purport to be complete, comprehensive, or definitive, and each such
summary and reference is qualified in its entirety by reference to each such document, statute, report, or
instrument.
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REFUNDING PLAN
Refunding of Desert Hot Springs 2012 Certificates
The Desert Hot Springs 2012 Certificates were executed and delivered for the purpose of financing
the City of Desert Hot Springs’ Project and are currently outstanding in the principal amount of $4,955,000.
A portion of the proceeds of the Certificates, together with certain funds made available through
the prepayment of the outstanding Desert Hot Springs 2012 Certificates, will be deposited in an escrow
fund (the “Desert Hot Springs 2012 Certificates Escrow Fund”) with Wells Fargo Bank, N.A., as escrow
agent (the “Escrow Agent”), pursuant to an Escrow Agreement, dated as of ___________ 1, 2020, by and
between the City of Desert Hot Springs and the Escrow Agent. A portion of the amounts so deposited will
be invested by the Escrow Agent in federal securities, and the remainder will be held in cash, uninvested.
From the proceeds on deposit in the Desert Hot Springs 2012 Certificates Escrow Fund, Escrow Agent will
pay when due (i) the interest and principal coming due with respect to the Desert Hot Springs 2012
Certificates on and prior to June 1, 2022 and (ii) to prepay on June 1, 2022, the Desert Hot Springs 2012
Certificates maturing after June 1, 2022 at the principal evidenced and represented by the Desert Hot
Springs 2012 Certificates plus accrued interest to June 1, 2022, without premium.
Refunding of Menifee 2012 Certificates
The Menifee 2012 Certificates were executed and delivered for the purpose of financing the City
of Menifee’s Project and are currently outstanding in the principal amount of $17,025,000.
A portion of the proceeds of the Certificates, together with certain funds made available through
the prepayment of the outstanding Menifee 2012 Certificates, will be deposited in an escrow fund (the
“Menifee 2012 Certificates Escrow Fund”) with the Escrow Agent, pursuant to an Escrow Agreement,
dated as of ___________ 1, 2020, by and between the City of Menifee and the Escrow Agent. A portion
of the amounts so deposited will be invested by the Escrow Agent in federal securities, and the remainder
will be held in cash, uninvested. From the proceeds on deposit in the Menifee 2012 Certificates Escrow
Fund, the Escrow Agent will pay when due (i) the interest and principal coming due with respect to the
Menifee 2012 Certificates on and prior to June 1, 2022 and (ii) to prepay on June 1, 2022 the Menifee 2012
Certificates maturing after June 1, 2022 at the principal evidenced and represented by the Menifee 2012
Certificates plus accrued interest to June 1, 2022, without premium.
Refunding of Moreno Valley 2013 Certificates
The Moreno Valley 2013 Certificates were executed and delivered for the purpose of financing the
City of Moreno Valley’s Project and are currently outstanding in the principal amount of $17,885,000.
A portion of the proceeds of the Certificates, together with certain funds made available through
the prepayment of the outstanding Moreno Valley 2013 Certificates, will be deposited in an escrow fund
(the “Moreno Valley 2013 Certificates Escrow Fund”) with the Escrow Agent, pursuant to an Escrow
Agreement, dated as of ___________ 1, 2020, by and between the City of Moreno Valley and the Escrow
Agent. A portion of the amounts so deposited will be invested by the Escrow Agent in federal securities,
and the remainder will be held in cash, uninvested. From the proceeds on deposit in the Menifee 2012
Certificates Escrow Fund, the Escrow Agent will pay when due (i) the interest and principal coming due
with respect to the Moreno Valley 2013 Certificates on and prior to June 1, 2023 and (ii) to prepay on June
1, 20203 the Moreno Valley 2013 Certificates maturing after June 1, 2023 at the principal evidenced and
represented by the Moreno Valley 2013 Certificates plus accrued interest to June 1, 2023, without premium.
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Verification of Mathematical Accuracy
The sufficiency of the deposits in the Desert Hot Springs 2012 Certificates Escrow Fund, Menifee
2012 Certificates Escrow Fund, and the Moreno Valley 2013 Certificates Escrow Fund for the purposes
described above will be verified by Causey Demgen & Moore P.C., Denver, Colorado (the “Verification
Agent”). Assuming the accuracy of the Verification Agent’s computations, as a result of the deposit and
application of funds as provided in Desert Hot Springs 2012 Certificates Escrow Fund, Menifee 2012
Certificates Escrow Fund, and the Moreno Valley 2013 Certificates Escrow Fund, the obligations of each
of the Local Agency under their respective Prior Installment Sale Agreement will be discharged.
The Verification Agent has restricted its procedures to examining the arithmetical accuracy of
certain computations and has not made any study or evaluation of the assumptions and information upon
which the computations are based and, accordingly, has not expressed an opinion on the data used, the
reasonableness of the assumptions, or the achievability of the forecasted outcome.
ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS
The following table details the estimated sources and uses of Certificate proceeds.
Estimated Sources:
Principal Amount Represented by Certificates $
[Plus/Less]: Net Original Issue [Premium/Discount]
Plus: Funds Relating to the Prior Certificates
Less: Underwriter’s Discount
Total Sources $
Estimated Uses:
Deposit into the Costs of Issuance Fund (1) $
Deposit into the Desert Hot Springs 2012 Certificates Escrow Fund (2)
Deposit into the Menifee 2012 Certificates Escrow Fund (2)
Deposit into the Moreno Valley 2013 Certificates Escrow Fund (2)
Total Uses $
_________________________
(1) Moneys in the Costs of Issuance Fund are expected to be used to pay the fees and expenses of Special Counsel, Underwriter’s
Counsel, the Trustee, the Municipal Advisor, premiums on the Certificate Insurance Policy and Reserve Policies, and the
rating agency, as well as printing and other miscellaneous costs. (2) See “REFUNDING PLAN” above.
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THE CERTIFICATES
Authorization and Registration of Certificates
The Certificates are being executed and delivered by the Trustee pursuant to the Trust Agreement
and the Resolutions. The Certificates will be dated the date of their initial delivery and will mature on the
dates and in the principal amounts set forth on the inside cover page hereof. The Certificates will be initially
registered in the name of Cede & Co., as nominee for The Depository Trust Company, which will act as
securities depository for the Certificates. See “THE CERTIFICATES – Book-Entry Only System” and
“APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – Trust Agreement.”
Judicial Validations
City of Desert Hot Springs Validation. The City of Desert Hot Springs filed the complaint (the
“Desert Hot Springs Validation Action”) in the Riverside County Superior Court pursuant to the Validation
Law seeking to validate certain issues raised by the proposed execution and delivery of the Desert Hot
Springs 2012 Certificates, which evidence proportionate and undivided interests in the Desert Hot Springs
2012 Installment Payments. The City of Desert Hot Springs filed the Desert Hot Springs Validation Action
on August 29, 2011. There was no answering party in the action and, on November 18, 2011, the City of
Desert Hot Springs obtained a judgment in its favor that enjoins the institution of any action or proceeding
raising any issue as to which such judgment is binding and conclusive. An appeal of such judgment could
only be filed with the Riverside County Superior Court within 30 days after the entry of such judgment (i.e.,
by no later than December 18, 2011) and, since there was no answering party in the action, only issues
related to the jurisdiction of the Riverside County Superior Court to enter a judgment in the action could be
raised during such period. The appeal period for such action expired on December 18, 2011.
The above-described judgment validate not only the Desert Hot Springs 2012 Certificates but also
indebtedness incurred to prepay such prior certificates of participation for savings, and Orrick, Herrington
& Sutcliffe LLP, Los Angeles, California, Special Counsel, in issuing its final approving opinion on the
Certificates, will rely, among other things, on the above-described judgment. As with any judgment, there
can be no assurance that these judgments will not be challenged in the future, although no such challenge
has been filed, and the City of Desert Hot Springs is unaware of any threatened challenge to such judgment.
City of Menifee Validation. The City of Menifee filed the complaint (the “Menifee Validation
Action”) in the Riverside County Superior Court pursuant to the Validation Law seeking to validate certain
issues raised by the proposed execution and delivery of the 2012 Menifee Certificates, which evidence
proportionate and undivided interests in the Menifee 2012 Installment Payments. The City of Menifee filed
the Menifee Validation Action on September 9, 2011. There was no answering party in the action and, on
November 18, 2011, the City of Menifee obtained a judgment in its favor that enjoins the institution of any
action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of
such judgment could only be filed with the Riverside County Superior Court within 30 days after the entry
of such judgment (i.e., by no later than December 19, 2011) and, since there was no answering party in the
action, only issues related to the jurisdiction of the Riverside County Superior Court to enter a judgment in
the action could be raised during such period. The appeal period for such action expired on December 19,
2011.
The above-described judgment validate not only the Menifee 2012 Certificates but also
indebtedness incurred to prepay such prior certificates of participation for savings, and Orrick, Herrington
& Sutcliffe LLP, Los Angeles, California, Special Counsel, in issuing its final approving opinion on the
Certificates, will rely, among other things, on the above-described judgment. As with any judgment, there
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can be no assurance that these judgments will not be challenged in the future, although no such challenge
has been filed, and the City of Menifee is unaware of any threatened challenge to such judgment.
City of Moreno Valley Validation. The City of Moreno Valley filed the complaint (the “Moreno
Valley Validation Action”) in the Riverside County Superior Court pursuant to the Validation Law seeking
to validate certain issues raised by the proposed execution and delivery of the Moreno Valley 2013
Certificates, which evidence proportionate and undivided interests in the Moreno Valley 2013 Installment
Payments. The City of Moreno Valley filed the Moreno Valley Validation Action on January 20, 2012.
There was no answering party in the action and, on March 21, 2012, the City of Moreno Valley obtained a
judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which
such judgment is binding and conclusive. An appeal of such judgment could only be filed with the
Riverside County Superior Court within 30 days after the entry of such judgment (i.e., by no later than April
21, 2012) and, since there was no answering party in the action, only issues related to the jurisdiction of the
Riverside County Superior Court to enter a judgment in the action could be raised during such period. A
resident appealed the judgment of the Superior Court and, on May 14, 2013, the judgment was affirmed by
the California Court of Appeal. Judgment on appeal in favor of the City and affirmation of the judgment of
the Riverside County Superior Court was granted on July 16, 2013, and the judgment of the Riverside
County Superior Court is final.
The above-described judgment validate not only the Moreno Valley 2013 Certificates but also
indebtedness incurred to prepay such prior certificates of participation for savings, and Orrick, Herrington
& Sutcliffe LLP, Los Angeles, California, Special Counsel, in issuing its final approving opinion on the
Certificates, will rely, among other things, on the above-described judgment. As with any judgment, there
can be no assurance that these judgments will not be challenged in the future, although no such challenge
has been filed, and the City of Moreno Valley is unaware of any threatened challenge to such judgment.
Payment of Certificates
The Certificates will be executed and delivered in fully registered form without coupons and, when
delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company,
New York, New York (“DTC”). DTC will act as securities depository for the Certificates. Individual
purchases of Certificates may be made in book-entry form only, in the principal amount of $5,000 or
integral multiples thereof for each maturity. Purchasers will not receive certificates representing their
interest in the Certificates purchased. Payments of principal and interest with respect to the Certificates will
be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for
subsequent dispersal to beneficial owners of the Certificates as described herein. Interest with respect to the
Certificates is payable semiannually on each Interest Payment Date, commencing ________ 1, 20__, until
the maturity or the earlier prepayment thereof. Principal and any prepayment premiums with respect to each
Certificate will be paid on each Certificate Payment Date upon surrender of such Certificate at the principal
corporate office of the Trustee upon maturity or the earlier prepayment thereof. See “THE CERTIFICATES
– Book-Entry Only System.”
Prepayment of Certificates
Optional Prepayment of Certificates. The Certificates maturing on or before June 1, 20__, are not
subject to optional prepayment prior the respective stated maturities. The Certificates maturing on or after
June 1, 20__, will be subject to optional prepayment prior to maturity, at the option of the Authority upon
direction of a Local Agency, on or after June 1, 20__, in whole or in part (by lot within any maturity), on
any date, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date
fixed for prepayment, without premium. Each respective Local Agency is required to provide written notice
to the Authority and the Trustee at least 45 days prior to the prepayment date (or such lesser period of time
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acceptable to the Trustee in its sole discretion) specifying the principal amount evidenced by and maturities
of the Installment Sale Payments to be prepaid.
[Only the principal amount of Certificates allocable to the portion of the Installment Sale Payments
being prepaid by the applicable Local Agency shall be prepaid, and such prepayment shall have no effect
on the Installment Sale Payments payable by any other Local Agency that is not prepaying the Installment
Sale Payments attributable to such other Local Agency.]
Mandatory Prepayment of Certificates Upon Acceleration. The Certificates are subject to
mandatory prepayment prior to maturity, in whole or in part (by lot among Certificates with the same
maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from
amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of
default under any 2020 Installment Sale Agreement, at a prepayment price equal to the principal amount to
be prepaid, plus accrued interest to the date fixed for prepayment, without premium.
Only the principal amount of Certificates allocable to the portion of the Installment Sale Payments
being accelerated upon the occurrence of an event of default under the applicable 2020 Installment Sale
Agreement shall be prepaid, and such prepayment shall have no effect on the Installment Sale Payments
payable by any other Local Agency that is not in default under its applicable 2020 Installment Sale
Agreement.
Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20__, are subject to
mandatory prepayment on June 1 of each year commencing June 1, 20__, in part, from mandatory sinking
fund payments, on each June 1 specified below, at a prepayment price equal to the principal evidenced
thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. The
principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as follows:
Mandatory
Prepayment Date
(June 1) Principal Amount
(Maturity)
The amount of each such prepayment shall be reduced in the event and to the extent that Installment
Sale Payments payable on the corresponding 2020 Installment Sale Payment Date are optionally prepaid
by a Local Agency pursuant to its respective 2020 Installment Sale Agreement and applied to the
prepayment of Certificates maturing on June 1, 20__.
Purchase of Certificates in Lieu of Prepayment
In lieu of prepayment of any Certificates, amounts on deposit in the Revenue Fund held under the
Trust Agreement, or in any sinking account therein, may also be used and withdrawn by the Trustee at any
time, upon the written request of the Authority, for the purchase of such Certificates at public or private
sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest
that is payable from the Interest Fund) as the Authority, upon direction of the respective Local Agency,
may in its discretion determine, but not in excess of the principal amount thereof plus accrued interest to
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the purchase date. The principal amount represented by any Certificates so purchased by the Trustee in any
twelve-month period ending 60 days prior to any Certificate Payment Date in any year will be credited
towards and shall reduce the principal amount represented by any Certificates required to be prepaid on
such Certificate Payment Date in such year.
Selection of Certificates for Prepayment
Whenever provision is made in the Trust Agreement for the prepayment or purchase of less than
all of the Certificates or any given portion thereof, the Trustee will, subject to the following sentence, select
the Certificates to be prepaid or purchased, from all Certificates subject to prepayment or purchase or such
given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called
for prepayment or purchase. Upon notice of any optional prepayment pursuant to the Trust Agreement, or
receipt of moneys resulting in a mandatory prepayment pursuant to the Trust Agreement, the Trustee will
request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and
maturities of the Certificates to be prepaid. The Trustee will promptly notify the Authority in writing of any
prepayment or purchase of Certificates and of the Certificates or portions thereof so selected for prepayment
or purchase.
Notice of Prepayment; Effect of Notice
So long as DTC is acting as securities depository for the Certificates, notice of redemption,
containing the information required by the Trust Agreement, will be mailed by first class mail, postage
prepaid, by the Trustee to DTC (not to the Beneficial Owners of any Certificates designated for redemption)
not less than thirty (30) nor more than sixty (60) days prior to the prepayment or purchase date, or, if the
Certificates are no longer held by the Depository, to the Securities Depositories and the Municipal
Securities Rulemaking Board through its Electronic Municipal Marketplace Access (“EMMA”) System.
Each notice of prepayment or purchase shall state the date of such notice, the date of initial execution and
delivery of the Certificates, the prepayment or purchase date, the Prepayment Price or Purchase Price, the
place or places of prepayment or purchase (including the name and appropriate address or addresses of the
Trustee), the CUSIP number (if any) of the Certificates of each Certificate Payment Date or Dates, and, if
less than all of the Certificates of any such Certificate Payment Date, the distinctive certificate numbers of
the Certificates with such Certificate Payment Date, to be prepaid or purchased and, in the case of
Certificates to be prepaid or purchased in part only, the respective portions of the principal amount thereof
to be prepaid or purchased. Each such notice shall also state that on said date there will become due and
payable on each of said Certificates the Prepayment Price or Purchase Price represented thereby or of said
specified portion of the principal amount thereof in the case of a Certificate to be prepaid or purchased in
part only, together with interest accrued with respect thereto to the prepayment or purchase date, and that
from and after such prepayment or purchase date, interest thereon shall cease to accrue, and shall require
that such Certificates be then surrendered at the address or addresses of the Trustee specified in the
prepayment or purchase notice. Conditional notice of prepayment may be given at the direction of the
Authority and shall be given if funds sufficient to prepay the Certificates are not then on deposit with the
Trustee.
Conditional notice of optional prepayment may be given at the direction of the Authority and shall
be given if funds sufficient to prepay the Certificates are not then on deposit with the Trustee. If at the time
of mailing of notice, funds are not then on deposit with the Trustee, such notice shall state that it is
conditional upon the deposit of the funds not later than the opening of business on the date of prepayment
of the Certificates, and such notice shall be of no effect unless such moneys are so deposited.
Failure by the Trustee to give notice to EMMA or the Securities Depositories, or failure by the
Trustee to mail notice of prepayment or purchase to any one or more of the respective Owners of any
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Certificates designated for prepayment or purchase, shall not affect the sufficiency of the proceedings for
prepayment or purchase.
Partial Prepayment or Purchase of Certificates
Upon surrender of any Certificate to be prepaid or purchased in part only, the Trustee will execute
and deliver to the registered owner thereof, at the expense of the Authority, a new Certificate or Certificates
of authorized denominations, and having the same Certificate Payment Date, equal in aggregate principal
amount to the unprepaid or unpurchased portion of the Certificate surrendered.
Effect of Prepayment
Notice of prepayment having been duly given as described above, and moneys for payment of the
principal and prepayment premium, if any, represented by the Certificates (or portions thereof) so called
for prepayment (the “Prepayment Price”), together with interest accrued to the prepayment date with respect
to such Certificates (or portions thereof) so called for prepayment, being held by the Trustee, on the
prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment
shall become due and payable at the Prepayment Price specified in such notice and interest accrued with
respect thereto to the prepayment date, interest with respect to the Certificates so called for prepayment
shall cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security
under the Trust Agreement, and the Owners of said Certificates shall have no rights in respect thereof except
to receive payment of said Prepayment Price and accrued interest.
Book-Entry Only System
The following information regarding DTC and its book-entry system has been provided by DTC
and has not been verified for accuracy or completeness by the Authority or any Local Agency, and neither
the Authority nor any Local Agency shall have any liability with respect thereto. Neither the Authority nor
any Local Agency shall have any responsibility or liability for any aspects of the records maintained by
DTC relating to, or payments made on account of, beneficial ownership, or for maintaining, supervising,
or reviewing any records maintained by DTC relating to beneficial ownership, of interests in the
Certificates.
DTC will act as securities depository for the Certificates. The Certificates will be executed and
delivered as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee)
or such other name as may be requested by an authorized representative of DTC. One fully-registered
certificate will be issued for each maturity of the Certificates, each in the aggregate principal amount of
such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under
the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non-U.S. equity issues, corporate, and municipal debt issues, and money market instruments
(from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in
deposited securities through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
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& Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules
applicable to its Participants are on file with the SEC. More information about DTC can be found at
www.dtcc.com. The foregoing reference to an internet website is made for reference and convenience only;
the information contained within the website has not been reviewed by the Authority or any Local Agency
and is not incorporated in this Official Statement by reference.
Purchases of Certificates under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual
purchaser of each Certificate (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect
Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates
are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Certificates except in the event that use of the book-entry system for the Certificates is discontinued.
To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested
by an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the
name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Certificates; DTC’s records reflect only the
identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not
be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. Beneficial Owners of Certificates may wish to take certain steps to
augment transmission to them of notices of significant events with respect to the Certificates, such as
prepayments, tenders, defaults, and proposed amendments to the Certificate documents. For example,
Beneficial Owners of Certificates may wish to ascertain that the nominee holding the Certificates for their
benefit has agreed to obtain and transmit notices to Beneficial Owners or, in the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of the notices
be provided directly to them.
Prepayment notices shall be sent to DTC. If less than all of the Certificates within an issue are being
prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such
issue to be prepaid.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the Record
Date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to
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whose accounts the Certificates are credited on the Record Date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments with respect to the Certificates will be made to Cede & Co. or such
other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit
Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the
Authority or the Trustee, on the payable date in accordance with their respective holdings shown on DTC’s
records. Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee,
the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement
of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Certificates
at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the
event that a successor securities depository is not obtained, Certificates are required to be printed and
delivered in accordance with the terms of the Trust Agreement.
The Authority may decide to discontinue use of the system of book-entry only transfers through
DTC (or a successor securities depository). In that event, Certificates will be printed and delivered to DTC
in accordance with the terms of the Trust Agreement.
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC’S BOOK-ENTRY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE AUTHORITY BELIEVES TO BE
RELIABLE, BUT THE AUTHORITY TAKES NO RESPONSIBILITY FOR THE ACCURACY
THEREOF. THE AUTHORITY GIVES NO ASSURANCES THAT DTC WILL DISTRIBUTE
PAYMENTS TO DTC PARTICIPANTS OR THAT PARTICIPANTS OR OTHERS WILL DISTRIBUTE
PAYMENTS WITH RESPECT TO THE CERTIFICATES RECEIVED BY DTC OR ITS NOMINEES
AS THE REGISTERED OWNER, ANY PREPAYMENT NOTICES, OR OTHER NOTICES TO THE
BENEFICIAL OWNERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC
WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
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Debt Service
The table below presents the annual debt service with respect to the Certificates (including sinking
account prepayments) and the respective Installment Sale Payments to be made by each of the Local
Agencies, assuming that there are no optional prepayments, for the year ending on June 1 in the years shown.
Debt Service Schedule
Date
(June 1)
City of
Desert Hot Springs
Total Installment
Sale Payments(1)
City of
Menifee
Total Installment
Sale Payments(1)
City of
Moreno Valley
Total Installment
Sale Payments(1)
Certificates
Principal
Certificates
Interest
Certificates
Total
Debt Service
______________________
(1) Due on or before 15 days prior to each Interest Payment Date.
Source: Underwriter.
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SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
Installment Sale Payments
The Certificates evidence proportionate and undivided interests of the Owners thereof in the
Installment Sale Payments to be made by the Local Agencies pursuant to the 2020 Installment Sale
Agreements.
Pursuant to the 2020 Installment Sale Agreements with the City of Desert Hot Springs and the City
of Menifee, the City of Desert Hot Springs and the City of Menifee are required to pay to the Trustee, from
a first lien on the Gas Tax Revenues and Measure A Receipts, the Installment Sale Payments attributable
to each such Local Agency. See “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES – Pledge of Gas Tax Revenues” and “– Pledge of Measure A Receipts.”
Pursuant to the 2020 Installment Sale Agreement with the City of Moreno Valley, the City of
Moreno Valley is required to pay to the Trustee, from a first lien on the Measure A Receipts, the Installment
Sale Payments attributable to the City of Moreno Valley. See “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES – Pledge of Measure A Receipts.”
The Installment Sale Payments, when added to the Installment Sale Payments received from the
other Local Agencies, are designed to be sufficient, in both time and amount, to pay, when due, the principal
and interest evidenced and represented by the Certificates. Each Local Agency is solely responsible for the
payment of the Installment Sale Payments required to be paid pursuant to its 2020 Installment Sale
Agreement, and no Local Agency is responsible for the payment of any Installment Sale Payments
attributable to any other Local Agency. “See “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES.”
Pursuant to the Trust Agreement, the Authority will assign to the Trustee, for the benefit of the
Owners, its rights under the 2020 Installment Sale Agreements, including, but not limited to, the Authority’s
security interest in and lien upon the Gas Tax Revenues (with respect to the City of Desert Hot Springs and
the City of Menifee) and Measure A Receipts (with respect to all three Local Agencies). See “APPENDIX
A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.”
Pledge of Gas Tax Revenues
All Gas Tax Revenues received by the City of Desert Hot Springs and the City of Menifee and any
other amounts (including proceeds of the sale of the Certificates) held by the Trustee in any fund or account
established under the Trust Agreement will be irrevocably pledged to the payment of the principal, interest,
and prepayment premium, if any, evidenced and represented by the Certificates as provided in the Trust
Agreement, and the Gas Tax Revenues will not be used for any other purpose while any of the Certificates
remain outstanding; provided, however, that out of the Gas Tax Revenues and other moneys there may be
applied such sums for such purposes as are permitted under the Trust Agreement. Such pledge will
constitute a first pledge of and charge and lien upon the Gas Tax Revenues and all other moneys on deposit
in the funds and accounts established under the Trust Agreement for the payment of the interest and
principal with respect to the Certificates in accordance with the terms of the Trust Agreement. Pursuant to
the Trust Agreement, the Authority will assign to the Trustee all of the Authority’s rights and remedies
under the 2020 Installment Sale Agreement, including, but not limited to, the Authority’s security interest
in and lien upon the Gas Tax Revenues.
The term “Gas Tax Revenues” is defined in the 2020 Installment Sale Agreements with the City of
Desert Hot Springs and the City of Menifee to mean all amounts received by the applicable Local Agency
from the State in accordance with Streets and Highways Code Sections 2103, 2104(d), (e) and (f), 2105,
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2106 and 2107, as such provisions may be amended, and all other revenues (except revenues received by
the applicable Local Agency in accordance with Streets and Highways Code Section 2107.5), if any,
received by the applicable Local Agency from taxes imposed on the purchase of motor vehicle fuels and
any payments, subventions or reimbursements received by the applicable Local Agency from the State in
lieu of such revenues.
For more information regarding the Gas Tax Funds and the historical Gas Tax Revenues, see “GAS
TAX REVENUES.” See also “RISK FACTORS.”
Pledge of Measure A Receipts
All Measure A Receipts held by the Trustee in any fund or account established under the Trust
Agreement will be irrevocably pledged to the payment of the principal, interest, and prepayment premium,
if any, evidenced and represented by the Certificates as provided in the Trust Agreement, and the Measure
A Receipts will not be used for any other purpose while any of the Certificates remain outstanding; provided,
however, that out of the Measure A Receipts there may be applied such sums for such purposes as are
permitted under the Trust Agreement and the 2020 Installment Sale Agreements. Such pledge will
constitute a first pledge of and charge and lien upon the Measure A Receipts on deposit in the funds and
accounts established under the Trust Agreement for the payment of the interest and principal with respect
to the Certificates in accordance with the terms of the Trust Agreement. Pursuant to the Trust Agreement,
the Authority will assign to the Trustee all of the Authority’s rights and remedies under the 2020 Installment
Sale Agreements, including, but not limited to, the Authority’s security interest in and lien upon the
Measure A Receipts.
The term “Measure A Receipts” is defined in the 2020 Installment Sale Agreements to mean
Measure A Revenues allocated by the Commission to the applicable Local Agency pursuant to the
Measure A Ordinance, to the extent the applicable Project constitutes a Measure A Project, in an amount
not greater than the Installment Sale Payments related to such Measure A Project.
The term “Measure A Revenues” is defined in each 2020 Installment Sale Agreement to mean
revenues of the Commission derived from the Measure A Sales Tax imposed in the County pursuant to the
Measure A Sales Tax Act, and the Measure A Ordinance. Measure A Revenues are allocated by the
Commission to the Local Agencies on a basis that is subordinate to the Commission’s payment with respect
to its Senior Lien Measure A Obligations, as described herein. See “MEASURE A REVENUES;
MEASURE A RECEIPTS – Senior Lien Measure A Obligations” and “ – Collection and Allocation of
Measure A Revenues” and “RISK FACTORS – Senior Lien Measure A Obligations.” Only the portion of
Measure A Revenues allocated by the Commission to each Local Agency constituting Measure A Receipts
may be applied to pay the applicable Installment Sale Payments. See “RISK FACTORS – Limitations on
Use of Measure A Revenues.”
For more information regarding the portion of Measure A Revenues historically allocated by the
Commission to each Local Agency, see “MEASURE A REVENUES; MEASURE A RECEIPTS.” See also
“RISK FACTORS.”
Pledged Tax Fund
In order to carry out and effectuate the pledge, charge, and lien contained in the Trust Agreement,
the Authority will covenant that all Gas Tax Revenues and Measure A Receipts when and as received shall
be received by the Authority in trust for the benefit of the Owners and shall be deposited when and as
received by the Authority in the Revenue Fund created and maintained by the Trustee under the Trust
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Agreement. All Gas Tax Revenues and Measure A Receipts shall be accounted separately for each Local
Agency and held in trust in the Revenue Fund.
The following funds and accounts will be established within the Revenue Fund: (i) Interest Fund
and, within the Interest Fund, an Interest Payment Account for each Local Agency; (ii) Principal Fund and,
within the Principal Fund, a Principal Payment Account for each Local Agency; (iii) Reserve Fund and,
within the Reserve Fund, a Reserve Subaccount for each Local Agency; (iv) Administration Fund and,
within the Administration Fund, an Administration Subaccount for each Local Agency; and (v) Surplus
Account.
In order to carry out and effectuate the obligation of each Local Agency contained in its 2020
Installment Sale Agreement to pay the Installment Sale Payments and the Administration Fee (as defined
below), each Local Agency will agree and covenant in its 2020 Installment Sale Agreement that it has
established a Pledged Tax Fund (each, a “Pledged Tax Fund”) and within each Pledged Tax Fund, a
“Measure A Receipts Account.” In addition, the City of Desert Hot Springs and the City of Menifee will
agree and covenant in its 2020 Installment Sale Agreement to maintain within their respective Pledged Tax
Fund, a Gas Tax Fund (each, a “Gas Tax Fund”). Each Local Agency will agree and covenant to maintain
such fund and accounts, as applicable, so long as any Installment Sale Payments remain unpaid, and all
money on deposit therein shall be applied and used only as provided in the applicable 2020 Installment Sale
Agreement.
Each Local Agency will agree and covenant that all Measure A Receipts received by it shall be
deposited when and as received in the Local Agency’s Measure A Receipts Account. Additionally, the City
of Desert Hot Springs and the City of Menifee will agree and covenant that all Gas Tax Revenues received
by it shall be deposited when and as received in the Local Agency’s Gas Tax Account. All of the Revenues
(which term is defined in the 2020 Installment Sale Agreements for the City of Desert Hot Springs and the
City of Menifee to mean all Gas Tax Revenues and Measure A Receipts, and in the 2020 Installment Sale
Agreement for the City of Moreno Valley to mean only Measure A Receipts) and all money in the Pledged
Tax Fund and in the funds or accounts so specified and provided for the 2020 Installment Sale Agreements
will be irrevocably pledged to the punctual payment of the Installment Sale Payments and the
Administration Fee, and the Revenues and such other money shall not be used for any other purpose while
any of the Installment Sale Payments remain outstanding; subject to the provisions of the 2020 Installment
Sale Agreements permitting application thereof for the purposes and on the terms and conditions set forth
therein. Such pledge shall constitute a first lien on the Revenues and such other money for the payment of
the Installment Sale Payments and the Administration Fee in accordance with the terms of the 2020
Installment Sale Agreements..
Notwithstanding the foregoing, each Local Agency may satisfy its obligation to deposit Installment
Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee, and, if and when
so deposited, such Other Available Revenues shall be irrevocably pledged to the payment of Installment
Sale Payments. The term “Other Available Revenues” is defined in the 2020 Installment Sale Agreements
as revenues, other than Gas Tax Revenues and/or Measure A Receipts, as applicable, legally available to
the applicable Local Agency to make Installment Sale Payments.
Pursuant to the 2020 Installment Sale Agreements, all Revenues on deposit in the applicable
Pledged Tax Fund shall be set aside and deposited by the applicable Local Agency in the various funds and
accounts within the Revenue Fund at the following times in the following order of priority:
Interest Fund and Principal Fund Deposits. On or before the 15th day preceding each
Interest Payment Date, each Local Agency shall, from the Revenues in the applicable Pledged Tax
Fund, transfer to the Trustee for deposit in such Local Agency’s Interest Payment Account in the
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Interest Fund within the Revenue Fund, a sum equal to the interest becoming due and payable on
the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee
then holds money in such Interest Payment Account equal to the amount of interest becoming due
and payable with respect to such Local Agency on the next succeeding Interest Payment Date; and
on or before the 15th day preceding each Certificate Payment Date, such Local Agency shall, from
the Revenues in the applicable Pledged Tax Fund, transfer to the Trustee for deposit in such Local
Agency’s Principal Payment Account in the Principal Fund within the Revenue Fund, a sum equal
to the principal becoming due and payable on the next succeeding Certificate Payment Date, except
that no such deposit need be made if the Trustee then holds money in such Principal Payment
Account equal to the amount of principal becoming due and payable with respect to such Local
Agency on the next succeeding Certificate Payment Date.
Reserve Fund Deposit. On or before the 15th day of each month, each Local Agency shall,
from the Revenues in the applicable Pledged Tax Fund, transfer to the Trustee for deposit in such
Local Agency’s Reserve Subaccount in the Reserve Fund within the Revenue Fund that sum, if
any, necessary to restore such Reserve Subaccount to an amount equal to the Reserve Fund
Requirement, all in accordance with and subject to the terms and conditions of the Trust Agreement.
All money in the Reserve Subaccount shall be used and withdrawn by the Trustee for the purposes
specified in the Trust Agreement. Each Local Agency further agrees to pay to the Insurer all
amounts owed to it under the Insurance Agreement in connection with any draw on the Local
Agency’s Reserve Policy, and all related reasonable expenses incurred by the Insurer and shall pay
interest thereon from the date of payment by the Insurer at the Late Payment Rate, in each case
solely from available Revenues and subject to the first pledge of and lien upon the Local Agency’s
Revenues for the payment of the Certificates.
Administration Fund Deposit. On or before the 15th day preceding each Certificate
Payment Date, each Local Agency shall, from the remaining Revenues on deposit in the applicable
Pledged Tax Fund, transfer to the Trustee for deposit in such Local Agency’s Administration
Subaccount in the Administration Fund within the Revenue Fund, a sum equal to the
Administration Fee becoming due and payable under the Trust Agreement on the next Certificate
Payment Date, and all money on deposit in the Administration Subaccount shall be used to pay the
Administration Fee due on such Certificate Payment Date, in accordance with the terms of the Trust
Agreement. “Administration Fee” means an amount equal to the sum of the respective annual
administration fees charged by the Authority, the Trustee[, and the Rebate Analyst,] payable on the
15th day of the month preceding each Principal Payment Date.
Notwithstanding the foregoing, provided all transfers described above under the subheadings
“Reserve Fund Deposit” and “Administrative Fund Deposit” have been made, on any Business Day
moneys on deposit in the applicable Pledged Tax Fund in excess of the sum of (i) interest becoming
due and payable under a Local Agency’s 2020 Installment Sale Agreement on the next succeeding
Interest Payment Date (less amounts then held by the Trustee in the Interest Payment Account) and
(ii) the Pro Rata Share of Principal (less amounts then held by the Trustee in the Principal Payment
Account) may be expended by such Local Agency at any time for any purpose permitted by law. “Pro
Rata Share of Principal” is defined in each 2020 Installment Sale Agreement to mean, during any month,
an amount of principal becoming due and payable thereunder on the next succeeding Certificate Payment
Date that would have accrued if such principal were deemed to accrue monthly in equal amounts from the
preceding Certificate Payment Date.
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Deposit of Other Available Revenues
Notwithstanding the pledge of Gas Tax Revenues by the City of Desert Hot Springs and City of
Menifee and the pledge of Measure A Receipts by all three Local Agencies as described above, each Local
Agency may satisfy its obligation to deposit Installment Sale Payments with the Trustee by depositing Other
Available Revenues with the Trustee and, if and when so deposited, such Other Available Revenues shall
be irrevocably pledged to the payment of Installment Sale Payments. Unless and until deposited with the
Trustee, such Other Available Revenues are not pledged to the payment of Installment Sale Payments. The
term “Other Available Revenues” is defined in the applicable 2020 Installment Sale Agreement as revenues,
other than Measure A Receipts, legally available to such Local Agency to make Installment Sale Payments.
Additional Contracts
So long as each Local Agency is not in default under its 2020 Installment Sale Agreement, such
Local Agency may at any time execute any installment sale contracts, capital leases, or similar obligations
of such Local Agency (each, a “Contract”), authorized and executed by such Local Agency under and
pursuant to applicable law, that constitute additional charges against its Measure A Receipts without the
consent of Owners of the Certificates. See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS – Installment Sale Payments; Administration Fee – Additional Contracts.” To the extent
that other Contracts are executed by a Local Agency, the funds available to pay the applicable Installment
Sale Payments may be decreased. In addition, there is no limitation on the ability of a Local Agency to
execute any Contract at any time to refund any outstanding Contract.
Reserve Fund
The Trustee will set aside from amounts deposited by each Local Agency in the Revenue Fund and
deposit in each Local Agency’s Reserve Subaccount that amount of money (or other authorized deposit of
security) that shall be required to maintain such Local Agency’s Reserve Subaccount in the full amount of
each Local Agency’s Reserve Fund Requirement. No deposit need be made in the Reserve Subaccount so
long as there shall be on deposit therein a sum equal to the applicable Reserve Fund Requirement. All
money in each Reserve Subaccount (including all amounts that may be obtained from any insurance policy
on deposit in the Reserve Subaccount) shall be used and withdrawn by the Trustee solely for the purpose
of replenishing such Local Agency’s Interest Payment Account or the Principal Payment Account, in that
order, in the event of any deficiency at any time in either of such accounts, but solely for the purpose of
paying the interest, principal, or prepayment premiums, if any, payable in connection with the applicable
2020 Installment Sale Agreement, except that any cash amounts in any Reserve Subaccounts in excess of
the amount required to be on deposit therein shall be withdrawn from the Reserve Subaccounts on each
Interest Payment Date and deposited in such Local Agency’s Interest Payment Account.
In lieu of making a Reserve Fund Requirement deposit or in replacement of moneys then on deposit
in any Reserve Subaccount (which shall be transferred by the Trustee to the applicable Local Agency upon
delivery of an insurance policy satisfying the requirements stated below), a Local Agency may also deliver
to the Trustee an insurance policy (a “Qualified Reserve Instrument”) securing an amount, together with
moneys or Permitted Investments on deposit in the applicable Reserve Subaccount, no less than the
applicable Reserve Fund Requirement, issued by an insurance company licensed to issue insurance policies
guaranteeing the timely payment of the principal and interest components of the related 2020 Installment
Sale Agreement and whose unsecured debt obligations (or for which obligations secured by such insurance
company’s insurance policies) are rated in one of the two highest rating categories (without respect to any
modifier) of the Rating Agency; provided that in the event of a Qualified Reserve Instrument is downgraded
by a rating agency, the related Local Agency is not required to replace the Qualified Reserve Instrument or
deposit cash in the Local Agency’s Reserve Subaccount. Notwithstanding anything to the contrary set forth
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in the Trust Agreement, amounts on deposit in the Reserve Subaccounts shall be applied solely to the
payment of debt service due on the Certificates.
[If and to the extent that a Reserve Subaccount has been funded with a combination of cash (or
Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments)
shall be completely used before any demand is made on such Qualified Reserve Instrument, and
replenishment of the Qualified Reserve Instrument shall be made prior to any replenishment of any cash
(or Permitted Investments). If a Reserve Subaccount is funded, in whole or in part, with more than one
Qualified Reserve Instrument, then any draws made against such Qualified Reserve Instrument shall be
made pro-rata.]
[Each Local Agency][______ and ______] has provided a [Reserve Policy] to be credited to the
Local Agency’s Reserve Subaccount, and the Trustee shall make claims under the respective [Reserve
Policy] in accordance with the terms of the [Reserve Policy] and the Insurance Agreement. The [Reserve
Policy] is a Qualified Reserve Instrument.]
[The term “Reserve Fund Requirement” is defined in the Trust Agreement to mean, as of any date
of calculation, separately with respect to each 2020 Installment Sale Agreement, an amount equal to the
least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of
the Installment Sale Payments under such 2020 Installment Sale Agreement; (ii) 125% of the average
annual Installment Sale Payments under such 2020 Installment Sale Agreement; or (iii) the Maximum
Annual Debt Service, as defined in each 2020 Installment Sale Agreement calculated only with respect to
the 2020 Installment Sale Payments payable under such 20202 Installment Sale Agreement.]
See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – Trust Agreement.”
Certificate Insurance Policy
The scheduled payment of principal and interest with respect to the Certificates when due will be
guaranteed under the Certificate Insurance Policy to be issued concurrently with the delivery of the
Certificates by the Certificate Insurer. For a more detailed description of the Certificate Insurance Policy
and the Certificate Insurer, see “CERTIFICATE INSURANCE POLICY” and “APPENDIX E –
SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”
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THE LOCAL AGENCIES
The following Local Agencies will execute the Trust Agreement: (1) the City of Desert Hot Springs,
(2) the City of Menifee, and (3) the City of Moreno Valley. Certain economic and demographic information
regarding each participating Local Agency is included in Appendix B. See “GAS TAX REVENUES” or a
discussion of the historical and prospective Gas Tax Revenues allocable to the City of Desert Hot Springs
and the City of Menifee. Only the portion of Gas Tax Revenues allocable to the City of Desert Hot Springs
may be applied to pay the Installment Sale Payments attributable to the City of Desert Hot Springs, and
only the portion of Gas Tax Revenues allocable to the City of Menifee may be applied to pay the Installment
Sale Payments attributable to the City of Menifee. No Gas Tax Revenues are pledged as security or
otherwise required to be applied to pay the Installment Sale Payments attributable to the City of Moreno
Valley. See “MEASURE A REVENUES; MEASURE A RECEIPTS” for a discussion of the portion of
Measure A Revenues that has historically been allocated by the Commission to each Local Agency. Only
the portion of Measure A Revenues allocated by the Commission to the City of Desert Hot Springs may be
applied to pay the Installment Sale Payments attributable to the City of Desert Hot Springs, only the portion
of Measure A Revenues allocated by the Commission to the City of Menifee may be applied to pay the
Installment Sale Payments attributable to the City of Menifee, and only the portion of Measure A Revenues
allocated by the Commission to the City of Moreno Valley may be applied to pay the Installment Sale
Payments attributable to the City of Moreno Valley.
GAS TAX REVENUES
Pursuant to the Installment Sale Agreements, the City of Desert Hot Springs and the City of
Menifee will pledge their Gas Tax Revenues for the payment of Installment Sale Payments. The term “Gas
Tax Revenues” is defined in the 2020 Installment Sale Agreements with the City of Desert Hot Springs and
the City of Menifee to mean all amounts received by the applicable Local Agency from the State in
accordance with Streets and Highways Code Sections 2103, 2104(d), (e) and (f), 2105, 2106 and 2107, as
such provisions may be amended, and all other revenues (except revenues received by the applicable Local
Agency in accordance with Streets and Highways Code Section 2107.5), if any, received by the applicable
Local Agency from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions
or reimbursements received by the applicable Local Agency from the State in lieu of such revenues.
Gas Tax Revenues are received by the City of Desert Hot Springs and the City of Menifee and held
and maintained in the Gas Tax Fund of such Local Agencies. See “GAS TAX REVENUES – Statewide
Gas Tax Apportionments” below. The historical Gas Tax Revenues of the City of Desert Hot Springs and
the City of Menifee, as apportioned under the California Streets and Highway Code to such Local Agencies,
and their respective Balance Sheet and Schedule of Revenues, Expenditures, and Changes in Fund Balance
in this Official Statement are the latest available, but are as of dates and for periods before the economic
impact of the COVID-19 pandemic and measures instituted to slow it. See “BOND OWNERS’ RISK –
Public Health Emergencies.” Further declines in the economy or other market factors may depress Gas Tax
Revenues that are available to be apportioned to the City of Desert Hot Springs and the City of Menifee in
the future.
Statewide Fuel Consumption
The following table details the historical motor vehicle fuel use for the State for calendar years
2010 through 2019. Gas Tax Revenues are received by the City of Desert Hot Springs and the City of
Menifee through apportionments of a tax levied by the State on the distribution of net taxable motor vehicle
and taxable diesel fuel. The revenues from such tax are collected Statewide, and then apportioned to cities
and counties in the State based on specified factors, including population.
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HISTORICAL FUEL USE
STATE OF CALIFORNIA
Statewide Fuel Distributions
(Millions of Gallons)
Calendar Years 2010 through 2019
Year
Net
Taxable Fuel(1)
Taxable
Diesel Fuel Total
2010 $14,868,892,787 $2,590,655,088 $17,459,547,875
2011 14,600,133,763 2,622,534,125 17,222,667,888
2012 14,504,794,174 2,603,545,631 17,108,339,805
2013 14,532,944,431 2,740,305,652 17,273,250,083
2014 14,702,632,422 2,776,180,357 17,478,812,779
2015 15,105,348,840 2,824,659,806 17,930,008,646
2016 15,487,956,872 3,005,270,626 18,493,227,498
2017 15,579,525,920 3,123,808,747 18,703,334,667
2018 15,517,383,271 3,073,917,507 18,591,300,778
2019 15,428,040,813 3,068,003,945 18,496,044,758
(1) Includes aviation gasoline, which constitutes less than 1% of total.
Source: California State Controller’s Office.
Statewide Gas Tax Apportionments
Apportionment to the City of Desert Hot Springs and the City of Menifee of per gallon taxes that
comprise their Gas Tax Revenues is made monthly by the Controller of the State pursuant to Sections 2103,
2105, 2106, and 2107 of the California Streets and Highways Code (respectively, “Section 2103,” “Section
2105,” “Section 2106,” and “Section 2107”). Apportionments under Sections 2104(d), (e), and (f) of
the California Streets and Highways Code apply to counties only; neither the City of Desert Hot Springs
nor the City of Menifee receive any Gas Tax Revenues under such Sections.
For purposes of the following statutory apportionment of per gallon taxes, the population of each
city is determined for that city by the last federal decennial or special census, or by a subsequent census
validated by the population research unit of the State Department of Finance, or (if applicable) by the
method described in Section 11105.3 of the California Revenue and Taxation Code or Sections 2107.1 or
2107.2 of the California Streets and Highways Code.
Gas Tax Revenues received by the City of Desert Hot Springs and the City of Menifee pursuant to
Section 2107.5 of the California Streets and Highways Code are not included in the definition of Gas Tax
Revenues for the City of Desert Hot Springs and the City of Menifee.
Section 2103. Section 2103 was substantially amended by the passage of Assembly Bill No. 9
(ABX8 9), adopted into law along with its companion Assembly Bill No. 6 (ABX8 6) on March 22, 2010,
and further amended by Assembly Bill 105 (AB 105), adopted into law on March 24, 2011. Pursuant to
Section 2103, as amended, commencing in fiscal year 2010-11, a portion of the revenues from the increased
the excise tax on gasoline that became effective on July 1, 2010, will be allocated each month to cities,
among other purposes, as set forth in Section 2103. See “– 2010 Gasoline Sales Tax – Gasoline Excise Tax
Swap” below.
Section 2105. Pursuant to Section 2105, cities are apportioned a sum equal to 5.8% of the per gallon
tax under Section 7360 of the Revenue and Taxation Code, 11.5% of any per gallon tax in excess of $0.09
per gallon under Section 8651, 8651.5, and 8651.6 of the California Revenue and Taxation Code, and 6.5%
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of the per gallon tax under Sections 60050 and 60115 of the Revenue and Taxation Code, in the proportion
that the total population of the city bears to the total population of all cities in the State.
Section 2106. Pursuant to Section 2106, a sum equal to the net revenue derived from a $0.0104 per
gallon tax under the Motor Vehicle Fuel License Tax Law (Section 7301 et seq. of the California Revenue
and Taxation Code) (the “Motor Vehicle Fuel License Tax Law”) is apportioned monthly from the Highway
Users Tax Account in the State’s Transportation Tax Fund (the “Highway Users Tax Account”) to cities as
follows: (a) $400 per month is apportioned to each city and city and county, and $800 per month is
apportioned to each county and city and county, (b) $600,000 per month is transferred to the Bicycle
Transportation Account in the State Transportation Fund, and (c) the balance is apportioned as follows: (1)
a base sum will be computed for each county by using the same proportions of fee-paid and exempt vehicles
as are established for purposes of apportionment of funds under Section 2104(d), (2) within a county, the
percentage of the total assessed valuation of tangible property subject to local tax levies within the county
which is represented by the assessed valuation of tangible property outside the incorporated cities of the
county shall be applied to its base sum, and the resulting amount shall be apportioned to the county, and (3)
the difference between the base sum for each county and the amount apportioned to the county will be
apportioned to the cities of that county in the proportion that the population of each city bears to the total
population of all the cities in the county.
Section 2107. Pursuant to Section 2107, a sum equal to the net revenues derived from 7.3% of the
per gallon tax under the Motor Vehicle Fuel License Tax Law, $0.0259 under the Use Fuel Tax Law
(Section 8601 et seq. of the California Revenue and Taxation Code), and 11.5% under the Diesel Fuel Tax
Law (Section 60001 et seq. of the California Revenue and Taxation Code), is apportioned monthly to cities
from the Highway Users Tax Account as follows: the State Controller allocates annually to each city that
has filed a report containing the information prescribed by subdivision (c) of Section 2152 of the California
Streets and Highways Code, and that had expenditures in excess of $5,000 during the preceding fiscal year
for snow removal, an amount equal to one-half the amount of its expenditures for snow removal in excess
of $5,000 during such fiscal year. The balance of such sum is allocated to each city in the proportion that
the total population of the city bears to the total population of all cities in the State.
2010 Gasoline Sales Tax – Gasoline Excise Tax Swap. In March 2010, as a part of a special budget
session called by the Governor, the Legislature passed, and the Governor signed into law, ABX8 6 and
ABX8 9, which contain the provisions for a swap of State sales taxes on gasoline in exchange for a gasoline
excise tax. Such legislation: (i) effective July 1, 2010, repealed the State sales tax on gasoline;
(ii) effective July 1, 2010, increased the excise tax on gasoline by $0.173 per gallon and added an annual
index that is intended to ensure that the new excise tax keeps pace with the revenues expected from the
sales tax on gas; (iii) effective July 1, 2011, imposed an additional 1.75% tax on the sale, storage, use, and
consumption of diesel fuel; and (iv) effective July 1, 2011, reduced the excise tax on diesel fuel from $0.18
to $0.136 per gallon, subject to annual adjustment. The legislation includes expressed legislative intent to
fully replace the local streets and road funds cities and counties would have received under the State sales
tax on gasoline with allocations from the increased gasoline excise tax rate.
On November 2, 2010, the California electorate approved Proposition 26, the Supermajority Vote
to Pass New Taxes and Fees Act (“Proposition 26”), an initiative amendment to the California Constitution.
Proposition 26 requires a two-thirds supermajority vote in the California State Legislature to pass many
fees, levies, charges, and tax revenue allocations that under the State’s previous rules could be enacted by
a simple majority vote. By its terms, Proposition 26 requires that any State law adopted between January 1,
2010, and November 2, 2010 (the date Proposition 26 was approved), that conflicts with Proposition 26
would be repealed one year after Proposition 26’s approval date. This repeal would not take place, however,
if two-thirds of each house of the Legislature passed the law again. Because the State Legislature approved
the 2010 gasoline sales tax – gasoline excise tax swap with only a majority vote in March 2010, that
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legislation would have been repealed in November 2011 unless the State Legislature approved such
legislation again with a two-thirds vote in each house. Pursuant to AB 105, however, such legislation was
amended and approved with a two-thirds vote in each house in March 2011 and is not subject to repeal
under Proposition 26.
Commencing in fiscal year 2011-12 and continuing in fiscal years thereafter, under Section 2103,
the revenues from the increased the excise tax on gasoline will be allocated each month as follows, in the
following order of priority: (a) first, to the Transportation Debt Service Fund of the State, to reimburse the
State’s General Fund for debt service paid with respect to specified State bonding programs; and second,
the remainder shall be allocated as follows: (i) 44% to the State Transportation Improvement Program, (ii)
12% to the State Highway Operation and Protection Program, the State’s highway safety improvement
program, and (iii) and 44% evenly split between cities and counties using current Highway Users Tax
Account formulas. Section 2103 funds are allocated to cities on a per capita basis and to counties 75 percent
based on the proportion of registered vehicles and 25 percent based on the proportion of maintained county
road miles.
Neither the Authority nor the City of Desert Hot Springs or the City of Menifee have any control
over the methodology, formulas, or rates used by the State to distribute Gas Tax Revenues to cities and
counties, including the City of Desert Hot Springs or the City of Menifee, and such methodology or
formulas may be changed by the Legislature or as a result of the State initiative process at any time. See
“RISK FACTORS – Passive Revenue Sources.”
City of Desert Hot Springs Gas Tax Revenues
Historical Gas Tax Revenues – City of Desert Hot Springs. The following table details the
historical Gas Tax Revenues received by the City of Desert Hot Springs, as apportioned under the California
Streets and Highway Code to the City of Desert Hot Springs for fiscal years June 30, 2015 through June
30, 2020.
HISTORICAL GAS TAX REVENUES
CITY OF DESERT HOT SPRINGS
Fiscal Years Ended June 30, 2015 through June 30, 2020
Fiscal Year Section 2103 Section 2105 Section 2106 Section 2107 Totals(1)
2015 $288,281 $165,467 $106,997 $212,774 $773,519
2016 129,203 158,149 100,236 192,781 580,369
2017 73,272 163,559 104,652 215,834 557,317
2018 114,102 155,280 101,725 206,307 577,414
2019 99,938 162,275 106,909 203,933 573,055
2020(2) 225,379 156,242 98,336 195,040 674,997
(1) Does not include California Streets and Highways Code Section 2107.5 revenues.
(2) Unaudited. As of _____, 2020.
Source: City of Desert Hot Springs. Gas Tax Fund Financial Statements. The following tables present the Balance Sheet and the
Schedule of Revenues, Expenditures, and Changes in Fund Balance relating to the City of Desert Hot
Springs’s Gas Tax Fund for the fiscal years ended June 30, 2015 through June 30, 2019.
BALANCE SHEET
CITY OF DESERT HOT SPRINGS GAS TAX FUND
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For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
ASSETS
Cash and investments $286,583 $348,911 $193,230 $13,664 $ --
Accounts 829 399 1,587 3,304 49,404
Interest 12 23 45 1 --
Due from other governments 76,407 48,612 54,215 51,277 --
Prepaid items -- -- -- -- 2,947
Total Assets $363,831 $397,945 $249,077 $68,246 $52,351
LIABILITIES
Accounts payable $21,736 $19,314 $49,418 $28,280 $59,478
Accrued liabilities 3,373 -- -- -- --
Due to other funds -- -- -- -- 19,248
Total Liabilities $25,109 $19,314 $49,418 $28,280 $78,726
FUND BALANCE
Restricted $338,722 $378,631 $199,659 $ -- $ --
Nonspendable -- -- -- 39,966 2,947
Unassigned (deficit) -- -- -- -- $(29,322)(1)
Total fund balance (deficit) $338,711 $378,631 $199,659 $39,966 $(26,375)
Total Liabilities and Fund Balance $363,831 $397,945 $249,077 $68,246 $52,351
(1) Deficit is due to a project overrun.
Source: City of Desert Hot Springs Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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SCHEDULE OF REVENUES, EXPENDITURES,
AND CHANGES IN FUND BALANCE
CITY OF DESERT HOT SPRINGS GAS TAX FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
REVENUES
Taxes $ -- $ -- $ -- $33,096 $ --
Intergovernmental 785,519 586,369 563,318 583,414 612,594
Interest 41 92 146 179 4
Total Revenues $785,560 $586,461 $563,464 $616,689 $612,598
EXPENDITURES
General government $180,443 $141,859 $224,834 $ -- $ --
Public Works 182,079 203,299 212,145 537,828 478,495
Capital outlay -- -- 107,662 39,360 --
Total Expenditures $362,522 $345,158 $544,641 $577,188 $478,495
OTHER FINANCING SOURCES (USES)
Transfers out $(199,346) $(201,394) $(197,794) $(199,194) $(200,444)
Total other financing sources (uses) $(199,346) $(201,394) $(197,794) $(199,194) $(200,444)
NET CHANGES IN FUND BALANCE $223,692 $39,909 $(178,971) $(159,693) $(66,341)
FUND BALANCE
Beginning of year $115,030 $338,722 $378,631 $199,659 $39,966
End of year $338,722 $378,631 $199,660 $39,966 $(26,375)
Source: City of Desert Hot Springs Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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City of Menifee Gas Tax Revenues
Historical Gas Tax Revenues – City of Menifee. The following table details the historical Gas
Tax Revenues received by the City of Menifee, as apportioned under the California Streets and Highway
Code to the City of Menifee for fiscal years ended June 30, 2015 through June 30, 2020.
HISTORICAL GAS TAX REVENUES
CITY OF MENIFEE
Fiscal Years Ended June 30, 2015 through June 30, 2020
Fiscal Year Section 2103 Section 2105 Section 2106 Section 2107 Totals(1)
2015 $774,976 $453,458 $284,599 $580,342 $2,093,375
2016 438,619 479,394 294,187 624,237 1,836,437
2017 237,556 500,106 308,382 634,054 1,680,098
2018 353,052 491,982 311,914 640,284 1,797,232
2019 307,021 504,232 321,100 634,127 1,766,480
2020(2) 604,405 419,362 258,534 521,379 1,803,680
(1) Does not include California Streets and Highways Code Section 2107.5 revenues.
(2) Unaudited; As of April 2020.
Source: City of Menifee.
Gas Tax Fund Financial Statements. The following tables present the Balance Sheet and the
Schedule of Revenues, Expenditures, and Changes in Fund Balance relating to the City of Menifee’s Gas
Tax Fund for the fiscal years ended June 30, 2015 through June 30, 2019.
BALANCE SHEET
CITY OF MENIFEE GAS TAX FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
ASSETS
Cash and investments $174,798 $537,853 $599,885 $1,519,568 $1,224,295
Accounts 51,293 45,331 42,646 144,748 68,040
Interest 1,512 264 1,367 4,474 4,973
Cash investments with fiscal
agents 516,823 224,382 322,897 177,482 --
Prepaid items -- -- -- -- --
Total Assets $744,428 $807,830 $966,795 $1,846,252 $1,297,308
LIABILITIES
Accounts payable $164,011 $211,853 $154,869 $589,644 $197,348
Accrued liabilities 70,970 7,475 7,735 9,936 13,509
Total Liabilities $234,981 $219,328 $162,604 $599,580 $210,857
FUND BALANCE
Restricted $509,445 $588,502 $804,191 $1,246,672 $1,086,451
Total fund balance $509,445 $588,502 $804,191 $1,246,672 $1,086,451
Total liabilities and fund
balance $744,426 $807,830 $966,795 $1,846,252 $1,297,308
Source: City of Menifee Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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SCHEDULE OF REVENUES, EXPENDITURES,
AND CHANGES IN FUND BALANCE
CITY OF MENIFEE GAS TAX FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
REVENUES
Intergovernmental $2,168,276 $1,843,937 $1,687,598 $2,465,778 $1,980,682
Use of money and property 12,562 6,132 2,165 9,831 31,798
Total Revenues $2,180,838 $1,850,069 $1,689,763 $2,475,609 $2,012,480
EXPENDITURES
Public Works $1,487,251 $1,190,685 $1,316,366 $1,916,170 $1,826,574
Capital outlay 213,872 578,907 157,708 116,958 104,862
Total expenditures $1,701,123 $1,769,592 $1,474,074 $2,033,128 $1,931,436
OTHER FINANCING SOURCES (USES)
Transfers out $(903,000) $(1,420) $ -- $ -- $ --
Total other financing sources (uses) $(903,000) $(1,420) $ -- $ -- $ --
NET CHANGES IN FUND BALANCE $(423,285) $79,057 $215,689 $442,481 $81,044
FUND BALANCE
Beginning of year $932,730 $509,445 $588,502 $804,191 $1,005,407
End of year $509,445 $588,502 $804,191 $1,246,672 $1,088,451
Source: City of Menifee Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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MEASURE A REVENUES; MEASURE A RECEIPTS
Pledge of Measure A Receipts
Pursuant to the 2020 Installment Sale Agreements, each Local Agency will pledge its Measure A
Receipts for the payment of its Installment Sale Payments. The term “Measure A Receipts” is defined in
the 2020 Installment Sale Agreements to mean Measure A Revenues allocated by the Commission to the
applicable Local Agency pursuant to the Measure A Ordinance, to the extent the applicable Project
constitutes a Measure A Project, in an amount not greater than the Installment Sale Payments related to
such Measure A Project. See “THE LOCAL AGENCIES.”
The term “Measure A Revenues” is defined in each 2020 Installment Sale Agreement to mean
revenues of the Commission derived from the Measure A Sales Tax imposed in the County pursuant to the
Measure A Sales Tax Act, and the Measure A Ordinance. In accordance with the Measure A Sales Tax
Act, on November 5, 2002, more than two-thirds of the voters of the County voting on the measure approved
the Measure A Ordinance, which authorized the imposition of the Measure A Sales Tax, a one- half of one
percent (0.5%) retail transaction and use tax on the gross receipts of retailers from the sale of tangible
personal property sold in the County and a use tax at the same rate upon the storage, use, or other
consumption in the County of such property purchased from any retailer for storage, use, or other
consumption in the County, subject to certain limited exceptions described below. The Measure A Sales
Tax commenced on July 1, 2009, is administered by the Commission, and will be collected for a thirty-
year period ending on June 30, 2039.
For more information regarding the portion of Measure A Revenues historically allocated by the
Commission to the Local Agencies, see “ – Measure A Revenues – Historical Measure A Revenues – City
of Desert Hot Springs, ” “– City of Menifee” and “– City of Moreno Valley.” See also ‘RISK FACTORS.”
The Measure A Revenues historically allocated by the Commission to each of the Local Agencies,
and their respective Balance Sheet and Schedule of Revenues, Expenditures, and Changes in Fund Balance
relating to the respective Measure A Funds of the Local Agencies in this Official Statement are the latest
available, but are as of dates and for periods before the economic impact of the COVID-19 pandemic and
measures instituted to slow it. See “BOND OWNERS’ RISK – Public Health Emergencies.” Further
declines in the economy or other market factors may depress Measure A Revenues that are allocated to the
Local Agencies.
The Measure A Sales Tax
The Measure A Sales Tax imposed in the County for transportation purposes and administered by
the Commission is in addition to a seven and one-quarter percent sales or use tax levied statewide by the
State. In general, the State Sales Tax applies to the gross receipts of retailers from the sale of tangible
personal property. The State use tax is imposed on the storage, use, or other consumption in the State of
property purchased from a retailer for such storage, use, or other consumption. Since the use tax does not
apply to cases where the sale of the property is subject to the sales tax, the application of the use tax
generally is to purchases made outside of the State for use within the State.
The Measure A Sales Tax is generally imposed upon the same transactions and items subject to the
sales and use tax levied by the State (hereinafter collectively referred to as the “State Sales Tax”), with
generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and
the Measure A Sales Tax. The most important of these exemptions are: sales of food products for home
consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food
for human consumption, and gas, electricity, and water when delivered to consumers through mains, lines,
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and pipes. In addition, “Occasional Sales” (i.e., sales of property not held or used by a seller in the course
of activities for which he or she is required to hold a seller’s permit) are generally exempt from the State
Sales Tax and from the Measure A Sales Tax; however, the “Occasional Sales” exemption does not apply
to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of
property to be used outside the County that are shipped to a point outside the County, pursuant to the
contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for
shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Measure A Sales
Tax.
Action by the State Legislature or by voter initiative could change the transactions and items upon
which the State Sales Tax and the Measure A Sales Tax are imposed. Such changes or amendments could
have either an adverse or beneficial effect on Measure A Revenues. The Authority is not currently aware
of any proposed legislative change which would have a material adverse effect on Measure A Revenues.
Riverside County Transportation Commission
The State Legislature created the Commission in 1976 as one of four transportation commissions
designed to provide more local participation in and control of transportation matters in the southern
California area. The Commission is charged with a number of responsibilities in serving the residents of
the County, the most prominent of which is administering the sales tax program created by the Measure A
Sales Tax Act. The Commission’s other responsibilities include: (1) serving as the congestion management
agency for the County and (2) serving as the Service Authority for Freeway Emergencies, which operates
the freeway service patrol for the County.
Senior Lien Measure A Obligations
The Measure A Ordinance provides that not more than $975,000,000 in aggregate principal amount
of bonds or other evidence of indebtedness issued by the Commission and secured by Measure A Revenues
may be outstanding at any one time. The following bonds previously issued by the Commission are
outstanding (collectively, the “Senior Lien Bonds”):
$112,370,000 original principal amount of Sales Tax Revenue Bonds (Limited Tax Bonds),
2010 Series B (Taxable Build America Bonds);
$462,200,000 original principal amount of Sales Tax Revenue Bonds (Limited Tax Bonds),
2013 Series A (the “2013 Bonds”);
$76,140,000 original principal amount of Sales Tax Revenue Refunding Bonds (Limited
Tax Bonds), 2016 Series A;
$158,760,000 original principal amount of Sales Tax Revenue Refunding Bonds (Limited
Tax Bonds), 2017 Series A;
$392,730,000 original principal amount of Sales Tax Revenue Refunding Bonds (Limited
Tax Bonds), 2017 Series B; and
$64,285,000 original principal amount of Sales Tax Revenue Refunding Bonds (Limited
Tax Bonds), 2018 Series A.
The Senior Lien Bonds are outstanding in the aggregate principal amount of approximately
$805,810,000. All Senior Lien Bonds are secured by a first lien pledge of Measure A Revenues. The Senior
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Lien Bonds were issued pursuant to an Indenture dated as of June 1, 2008, as supplemented and amended
from time to time (collectively, the “Measure A Revenues Indenture”), by and between the Commission
and U.S. Bank National Association, as trustee (“the Measure A Revenues Trustee”).
Pursuant to the Measure A Revenues Indenture, the Commission may issue from time to time
additional bonds or other obligations on a parity with the Senior Lien Bonds (collectively, “Parity
Obligations”). The Commission may also issue from time to time obligations payable out of Measure A
Revenues on a basis subordinate to the payment of the principal, premium, interest, and reserve fund
requirements for the Senior Lien Bonds and all Parity Obligations (collectively, “Subordinate Obligations”).
For example, according to the Commission’s adopted budget for Fiscal Year 2020-21, the Commission has
instituted a program pursuant to which it may issue commercial paper notes as Subordinate Obligations in
an aggregate principal amount of up to $60,000,000. According to Commission’s adopted budget for Fiscal
Year 2020-21, no such Subordinate Obligations are presently outstanding.
The Commission may in the future enter into swap agreements with respect to sales tax revenue
bonds issued by it in the future (collectively, the “Swap Agreements”). The Commission’s obligation to
make early termination payments under the Swap Agreements may be secured by a pledge of the Measure
A Revenues that is subordinate to the pledge in favor of the Senior Lien Bonds, any Parity Obligations, and
any Subordinate Obligations. The Commission may also obtain liquidity facilities or credit enhancement
(“Liquidity Facilities/Credit Enhancement”) for its Senior Lien Bonds and all Parity Obligations.
All payments with respect to the Senior Lien Bonds, Parity Obligations, Subordinate Obligations,
the Swap Agreements, and the Liquidity Facilities/Credit Enhancement (collectively, the “Senior Lien
Measure A Obligations”) will be made from Measure A Revenues before any remaining Measure A
Revenues will be transferred to the Commission for allocation by the Commission to the Local Agencies.
See “ – Collection and Allocation of Measure A Revenues” below. See also ‘RISK FACTORS.”
Collection and Allocation of Measure A Revenues
Collection of the Measure A Sales Tax is administered by the California Department of Tax and
Fee Administration (the “CDTFA”), as statutorily created and authorized successor to the former California
State Board of Equalization, in connection with the collection and disbursement of Measure A Revenues.
The Commission and the CDTFA have entered into an agreement for state administration of district
transactions and use taxes to authorize payment of Measure A Revenues directly to the Measure A Revenues
Trustee, as trustee under the Measure A Revenues Indenture. The CDTFA, after deducting amounts payable
to itself, is required to remit the balance of amounts received from the Measure A Sales Tax directly to the
Measure A Revenues Trustee. The Measure A Revenues Trustee is required to apply the Measure A
Revenues to make deposits to the funds and accounts established under the Measure A Revenues Indenture
to pay the Senior Lien Bonds and any Parity Obligations and to transfer the remaining amounts to make
payments with respect to any Subordinate Obligations and Swap Agreements. After payments have been
made with respect to the Senior Lien Measure A Obligations, the remaining unapplied Measure A Revenues,
if any, are transferred to the Commission for use for any purpose contemplated by the Ordinance.
Pursuant to the Measure A Ordinance, the Commission, after making a deduction for administration
which amounts are determined and deducted by the Commission on a quarterly basis, first allocates such
remaining unapplied Measure A Revenues to be applied for transportation purposes to the Western County,
Coachella Valley, and Palo Verde Valley areas within the County in proportion to the Measure A Revenues
generated within those areas. Currently, the Commission allocates such remaining unapplied Measure A
Revenues as follows: (i) approximately 78.1% to the Western County area; (ii) approximately 21.5% to the
Coachella Valley; and (iii) approximately 0.4% to the Palo Verde Valley area.
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The City of Desert Hot Springs is within the Coachella Valley area of the County. Thirty-Five
percent (35%) of the portion of the Measure A Revenues allocated by the Commission to the Coachella
Valley area is applied to the local streets and roads program within such area. To the extent any portion of
the Project constructed by the City of Desert Hot Springs is designated by the Commission as a qualified
project for purposes of the local streets and roads program established under the Measure A Ordinance,
such portion will constitute a Measure A Project. The entire City of Desert Hot Springs Project constitutes
a Measure A Project. The funds made available in the Coachella Valley area for purposes of the local streets
and roads program are distributed to the cities in the Coachella Valley area and the County by a formula
based 50% on proportionate dwelling units and 50% on proportionate revenues generated by Measure “A”
within each jurisdiction. In order to be eligible for these funds, the City of Desert Hot Springs is required
to (i) file a Five-Year Capital Improvement Plan for the use of these funds, updated annually, with the
Commission, (ii) participate in a Transportation Uniform Mitigation Fee (“TUMF”) Program developed
and administered by the Coachella Valley Association of Governments, and (iii) comply with a maintenance
of effort requirement. See “– Measure A Revenues – Historical Measure A Revenues – City of Desert Hot
Springs” below for a table setting forth the Measure A Revenues historically allocated by the Commission
to the City of Desert Hot Springs for fiscal years 2015 through 2020. The portion of such Measure A
Revenues allocated by the Commission to the City of Desert Hot Springs, to the extent the Project
constitutes a Measure A Project, in an amount not greater than the Installment Sale Payments related to
such Measure A Project, constitutes Measure A Receipts. Measure A Receipts of the City of Desert Hot
Springs are pledged to make its Installment Sale Payments.
The City of Menifee and the City of Moreno Valley are within the Western County area of the
County. Approximately 29% of the portion of the Measure A Revenues allocated by the Commission to the
Western County area is applied to the local streets and roads program within such area. To the extent any
portion of the respective Projects to be constructed by the City of Menifee and the City of Moreno Valley
are designated by the Commission as a qualified project for purposes of the local streets and roads program
established under the Measure A Ordinance, such portion will constitute a Measure A Project. The entire
City of Menifee Project constitutes a Measure A Project, and the entire City of Moreno Valley Project
constitutes a Measure A Project. The funds made available in the Western County area for purposes of the
local streets and roads program are distributed to the cities in the Western County area and the County by
a formula based 75% on proportionate population and 25% on proportionate revenues generated by the
Measure A Ordinance within each jurisdiction. In order to be eligible for these funds, the City of Menifee
and the City of Moreno Valley are each required to: (i) file a Five-Year Capital Improvement Plan for the
use of these, updated annually, with the Commission, (ii) participate in a TUMF Program developed and
administered by the Western Riverside Council of Governments, (iii) participate in the Multi-Species
Habitat Conservation Plan developed and administered by the Western Riverside County Regional
Conservation Authority, and (iv) comply with a maintenance of effort requirement. See “ – Measure A
Revenues – Historical Measure A Revenues – City of Menifee” and “ – Measure A Revenues – Historical
Measure A Revenues – City of Moreno Valley” below for a table setting forth the respective portions of
the Measure A Revenues historically allocated by the Commission to the City of Menifee and the City of
Moreno Valley for fiscal years 2015 through 2020. The respective portions of such Measure A Revenues
allocated by the Commission to the City of Menifee and the City of Moreno Valley, to the extent their
respective Project constitutes a Measure A Project, in an amount not greater than the Installment Sale
Payments related to such Measure A Project, constitutes Measure A Receipts. Measure A Receipts of the
City of Menifee and the City of Moreno Valley are pledged to make their respective Installment Sale
Payments.
While Measure A Revenues will be collected in the County for a thirty-year period ending on June
30, 2039, Installment Sale Payments will be payable by the Local Agencies through and including June 1,
2042. Investors should be aware that no Measure A Revenues will be allocated by the Commission to the
Local Agencies and be available to make Installment Sale Payments in fiscal years 2040, 2041, and 2042.
See “RISK FACTORS – Limitations on Use of Measure A Revenues.”
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Measure A Receipts
Historical Measure A Receipts – City of Desert Hot Springs. The following table sets forth the
Measure A Revenues historically allocated by the Commission to the City of Desert Hot Springs (i.e.
Measure A Receipts) for fiscal years ended June 30, 2015 through June 30, 2020.
HISTORICAL MEASURE A RECEIPTSCITY OF DESERT HOT SPRINGS
Fiscal Years Ended June 30, 2015 through June 30, 2020
Fiscal Year
Measure A
Receipts
Percent Change from
Prior Fiscal Year
2015 $477,282 --
2016 457,775 (4.09)%
2017 464,468 1.46
2018 454,537 (2.14)
2019 522,385 14.93
2020(1) 459,076 [N/A]
(1) Unaudited; as of [May] 2020.
Source: City of Desert Hot Springs Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019; City of
Desert Hot Springs.
The City of Desert Hot Springs is unable to predict if and when annual Measure A Revenues will
increase or its Measure A Receipts. For summary of historical taxable retail sales within the City of Desert
Hot Springs, see “APPENDIX B – General Information Regarding Participating Local Agencies –
Commercial Activity.”
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Measure A Fund Financial Statements – City of Desert Hot Springs. The following tables present
the Balance Sheet and the Schedule of Revenues, Expenditures, and Fund Balances relating to the City of
Desert Hot Spring’s Measure A Fund for the fiscal years ended June 30, 2015 through June 30, 2019.
BALANCE SHEET
CITY OF DESERT HOT SPRINGS MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
ASSETS
Cash and investments $ -- $104,331 $ -- $ -- $205,056
Accounts -- -- -- -- 84,946
Interest 6 7 -- -- 265
Due from other governments 134,181 86,712 90,449 112,681 --
Total Assets $134,187 $191,050 $90,449 $112,681 $290,267
LIABILITIES
Accounts payable $1,318 $185,856 $44,566 $ -- $175,000
Due to other funds 4,397 -- 311 34,294 --
Total Liabilities $5,715 $185,856 $44,877 $34,294 $175,000
FUND BALANCE
Restricted $128,472 $5,194 $45,572 $78,387 $115,267
Total Fund Balance $128,472 $5,194 $45,572 $78,387 $115,267
Total Liabilities and Fund Balance $134,187 $191,050 $90,449 $112,681 $290,267
Source: City of Desert Hot Springs Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
SCHEDULE OF REVENUES, EXPENDITURES,
AND CHANGES IN FUND BALANCE
CITY OF DESERT HOT SPRINGS MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
REVENUES
Taxes $ -- $ -- $ -- $ -- $ --
Intergovernmental 477,282 457,775 464,468 454,537 522,385
Interest 14 38 15 -- 497
Miscellaneous -- 25,000 -- -- --
Total Revenues $477,296 $482,813 $464,483 $454,537 $522,882
EXPENDITURES
Public Works $202,994 $32,035 $ -- $ -- $ --
Capital outlay -- 374,056 224,105 221,722 286,002
Total Expenditures $202,994 $406,091 $224,105 $221,722 $286,002
OTHER FINANCING SOURCES (USES)
Transfers out $(200,000) $(200,000) $(200,000) $(200,000) $(200,000)
Total Oher Financing Sources (Uses) $(200,000) $(200,000) $(200,000) $(200,000) $(200,000)
NET CHANGES IN FUND BALANCES $74,302 $(123,278) $40,378 $32,815 $36,880
FUND BALANCES
Beginning of year $54,170 $128,472 $5,194 $45,572 $78,387
End of year $128,472 $5,194 $45,572 $78,387 $115,267
Source: City of Desert Hot Springs Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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Historical Measure A Receipts – City of Menifee. The following table sets forth the Measure A
Revenues historically allocated by the Commission to the City of Menifee (i.e. Measure A Receipts) for
fiscal years ended June 30, 2015 through June 30, 2020.
MEASURE A RECEIPTS CITY OF MENIFEE
Fiscal Years Ended June 30, 2015 through June 30, 2020
Fiscal Year
Measure A
Receipts
Percent Change from
Prior Fiscal Year
2015 $1,415,536 --
2016 1,518,623 7.28%
2017 1,619,512 6.64
2018 1,664,930 2.80
2019 1,918,407 15.22
2020(1) 1,389,576 N/A
(1) Unaudited. As of March 2020.
Source: City of Menifee Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019; City of Menifee.
The City of Menifee is unable to predict if and when annual Measure A Revenues will increase
or what portion, if any, of such its Measure A Receipts. For summary of historical taxable retail sales
within the City of Menifee, see “APPENDIX B – General Information Regarding Participating Local
Agencies – Commercial Activity.”
Measure A Fund Financial Statements – City of Menifee. The following tables present the
Balance Sheet and the Schedule of Revenues, Expenditures, and Fund Balances relating to the City of
Menifee’s Measure A Fund for the fiscal years ended June 30, 2015 through June 30, 2019.
BALANCE SHEET
CITY OF MENIFEE MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
ASSETS
Cash and investments $3,273,504 $2,732,119 $401,131 $335,660 $964,603
Accounts 361,207 280,698 315,379 687,023 314,085
Interest 2,075 2,993 784 1,117 1,751
Cash and investments with fiscal agents 387,404 -- -- -- --
Total Assets $4,024,190 $3,015,810 $717,294 $1,023,800 $1,280,439
LIABILITIES
Accounts payable $29,382 $224,098 $30,565 $14,617 $67,669
Total Liabilities $29,382 $224,098 $30,565 $14,617 $67,669
FUND BALANCE
Restricted $3,994,808 $2,791,712 $686,729 $1,009,183 $1,212,770
Total Fund Balance $3,994,808 $2,791,712 $686,729 $1,009,183 $1,212,770
Total Liabilities and Fund Balance $4,024,190 $3,015,810 $717,294 $1,023,800 $1,280,439
Source: City of Menifee Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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SCHEDULE OF REVENUES, EXPENDITURES,
AND CHANGES IN FUND BALANCE
CITY OF MENIFEE MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
REVENUES
Taxes $ -- $ -- $ -- $ -- $ --
Intergovernmental 1,415,536 1,518,623 1,619,512 1,940,209 1,918,407
Use of money and property 12,754 14,347 7,132 3,720 7,542
Total Revenues $1,428,290 $1,532,970 $1,626,644 $1,943,929 $1,925,949
EXPENDITURES
Public Works $177,396 $1,276,478 $ -- $306,033 $415,466
Capital outlay -- -- 2,429,139 14,354 1,408
Total expenditures $177,396 $1,276,478 $2,429,139 $320,387 $416,874
OTHER FINANCING SOURCES (USES)
Transfers out $(516,428) $(1,459,588) $(1,302,488) $(1,301,088) $(1,305,488)
Total other financing sources (uses) $(516,428) $(1,459,588) $(1,302,488) $(1,301,088) $(1,305,488)
NET CHANGES IN FUND BALANCES $734,466 $(1,203,096) $(2,104,983) $322,454 $203,587
FUND BALANCES
Beginning of year $3,260,342 $3,994,808 $2,791,712 $686,729 $1,009,183
End of year $3,994,808 $2,791,712 $686,729 $1,009,183 $1,212,770
Source: City of Menifee Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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Historical Measure A Receipts – City of Moreno Valley. The following table sets forth the
Measure A Revenues historically allocated by the Commission (i.e. Measure A Receipts) to the City of
Moreno Valley for fiscal years ended June 30, 2015 through June 30, 2020.
HISTORICAL MEASURE A RECEIPTS
CITY OF MORENO VALLEY
Fiscal Years Ended June 30, 2015 through June 30, 2020
Fiscal Year
Measure A
Revenues Allocated
Percent Change from
Prior Fiscal Year
2015 $ 3,212,285 --
2016 3,817,548 18.84%
2017 4,106,484 7.57
2018 3,707,442 (9.72)
2019 4,720,198 27.32
2020(1) 3,857,231 [N/A]
(1) Unaudited; as of [May] 2020.
Source: City of Moreno Valley Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019; City of Moreno
Valley.
The City of Moreno Valley is unable to predict if and when annual Measure A Revenues will
increase or its Measure A Receipts. For summary of historical taxable retail sales within the City of
Moreno Valley, see “APPENDIX B – General Information Regarding Participating Local Agencies –
Commercial Activity.”
Measure A Fund Financial Statements – City of Moreno Valley. The following tables present the
Balance Sheet and the Schedule of Revenues, Expenditures, and Fund Balances relating to the City of
Moreno Valley’s Measure A Fund for the fiscal years ended June 30, 2015 through June 30, 2019.
BALANCE SHEET
CITY OF MORENO VALLEY MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
ASSETS
Cash and investments $6,830,059 $6,794,068 $4,517,406 $3,214,347 $3,255,498
Notes and loans -- 9,220 -- -- --
Due from other governments 2,174,140 1,100,532 677,216 1,014,318 328,001
Total Assets $9,004,199 $7,903,820 $5,194,622 $4,228,665 $3,583,499
LIABILITIES
Accounts payable $616,464 $187,454 $59,283 $207,029 $14,279
Accrued liabilities -- -- -- 47,274 --
Total Liabilities $616,464 $187,454 $59,283 $254,303 $14,279
FUND BALANCE
Restricted $8,387,735 $7,716,366 $5,135,339 $3,974,362 $3,569,220
Total Fund Balances $8,387,735 $7,716,366 $5,135,339 $3,974,362 $3,569,220
Total Liabilities and Fund Balance $9,004,199 $7,903,820 $5,194,622 $4,228,665 $3,583,499
Source: City of Moreno Valley Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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SCHEDULE OF REVENUES, EXPENDITURES,
AND CHANGES IN FUND BALANCES
CITY OF MORENO VALLEY MEASURE A FUND
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
2015 2016 2017 2018 2019
REVENUES
Taxes $ -- $ -- $ -- $ -- $ --
Intergovernmental 6,147,866 5,051,521 4,332,638 4,475,450 4,744,560
Fees and charges for services -- 9,220 -- 132,921 --
Use of money and property 66,080 80,681 76,966 60,680 58,950
Miscellaneous 419 35,710 74,631 12,400 --
Total Revenues $6,214,365 $5,177,132 $4,484,235 $4,681,451 $4,803,510
EXPENDITURES
Public Works $547,808 $1,581,072 $1,725,753 $1,964,659 $1,991,910
Capital outlay 4,479,561 2,177,126 2,788,087 1,287,073 673,837
Total Expenditures $5,027,369 $3,758,198 $4,513,840 $3,251,732 $2,665,747
OTHER FINANCING SOURCES (USES)
Transfers in $409,664 $ -- $ -- $ -- $ --
Transfers out (2,493,566) (2,090,303) (2,551,422) (2,590,697) (2,542,905)
Total Other Financing Sources (Uses) (2,083,902) (2,090,303) (2,551,422) (2,590,697) (2,542,905)
NET CHANGES IN FUND BALANCES $(896,906) $(671,369) $(2,581,027) $(1,160,977) $(405,142)
FUND BALANCES
Beginning of year $9,284,641 $8,387,735 $7,716,366 $5,135,339 $3,974,362
End of year $8,387,735 $7,716,366 $5,135,339 $3,974,362 $3,569,220
Source: City of Moreno Valley Comprehensive Annual Financial Reports for Fiscal Years 2015 through 2019.
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HISTORICAL DEBT SERVICE COVERAGE AND
MAXIMUM ANNUAL DEBT SERVICE COVERAGE
Historical Debt Service Coverage. The following tables set forth the debt service coverage with
respect to each of the Prior Installment Sale Agreements of the Local Agencies for the fiscal years ended
June 30, 2015 through June 30, 2019.
HISTORICAL DEBT SERVICE COVERAGE
BASED UPON MEASURE A RECEIPTS AND GAS TAX REVENUES
OF THE CITY OF DESERT HOT SPRINGS
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
Fiscal Year Gas
Tax Revenues (1)
Measure
A Receipts (1)
Prior Installment
Payments (2)
Debt
Service Coverage (2)
2015 $773,519 $477,282 $ _.__x
2016 580,369 457,775
2017 557,317 464,468
2018 577,414 454,537
2019 573,055 522,385
___________________
(1) Source: City of Desert Hot Springs.
(2) Source: Underwriter.
HISTORICAL DEBT SERVICE COVERAGE
BASED UPON MEASURE A RECEIPTS AND GAS TAX REVENUES
OF THE CITY OF MENIFEE
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
Fiscal Year Gas
Tax Revenues (1)
Measure
A Receipts (1)
Prior Installment
Payments (2)
Debt
Service Coverage (2)
2015 $2,093,375 $1,415,536 $ _.__x
2016 1,836,437 1,518,623
2017 1,680,098 1,619,512
2018 1,797,232 1,664,930
2019 1,766,480 1,918,407
___________________
(1) Source: City of Menifee.
(2) Source: Underwriter.
HISTORICAL DEBT SERVICE COVERAGE
BASED UPON MEASURE A RECEIPTS
OF THE CITY OF MORENO VALLEY
For the Fiscal Years Ended June 30, 2015 through June 30, 2019
Fiscal Year Measure
A Receipts (1)
Prior Installment
Payments (2)
Debt
Service Coverage (2)
2015 $ 3,212,285 $ _.__x
2016 3,817,548
2017 4,106,484
2018 3,707,442
2019 4,720,198
___________________
(1) Source: City of Moreno Valley.
(2) Source: Underwriter.
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Maximum Annual Debt Service Coverage. The following tables set forth the maximum annual debt
service coverage with respect to each of the 2020 Installment Sale Agreements and the Certificates. The
maximum annual debt service coverage for the City of Desert Hot Springs and the City of Menifee is based
upon Gas Tax Revenues and Measure A Receipts allocated to such Local Agencies for fiscal year 2019-20
as ________, 2020. The maximum annual debt service coverage for the City of Moreno Valley is based
upon Measure A Receipts allocated to the City of Moreno Valley for fiscal year 2019-20 as of _______,
2020. See “GAS TAX REVENUES” and “MEASURE A REVENUES; MEASURE A RECEIPTS.” As
previously described, while Measure A Revenues will be collected in the County for a thirty-year period
ending on June 30, 2039, Installment Sale Payments will be payable by the Local Agencies through and
including June 1, 2042. Investors should be aware that no Measure A Revenues will be allocated by the
Commission to each Local Agency and be available to make Installment Sale Payments for the fiscal years
ended June 30, 2040 though. June 30,2042.
MAXIMUM ANNUAL DEBT SERVICE COVERAGE
BASED UPON FISCAL YEAR 2019-20 MEASURE A RECEIPTS
AND GAS TAX REVENUES OF THE CITY OF DESERT HOT SPRINGS
2019-20
Gas Tax Revenues (1)
2019-20
Measure A Receipts (1)
Maximum Annual
Debt Service (2)*
Debt
Service Coverage (2)*
$ $ $ _.__x
___________________
(1) Source: City of Desert Hot Springs; Gas Tax Revenues as of ___________, 2020; Measure A Receipts as of [May 2020];
unaudited; subject to change.
(2) Relating to 2020 Installment Sale Agreement of the City of Desert Hot Springs; Source: Underwriter.
* Preliminary; subject to change.
MAXIMUM ANNUAL DEBT SERVICE COVERAGE
BASED UPON FISCAL YEAR 2019-20 MEASURE A RECEIPTS
AND GAS TAX REVENUES OF THE CITY OF MENIFEE
2019-20
Gas Tax Revenues (1)
2019-20
Measure A Receipts (1)
Maximum Annual
Debt Service (2)*
Debt
Service Coverage (2)*
$ $ $ _.__x
___________________
(1) Source: City of Menifee Gas Tax Revenues as of ___________, 2020; Measure A Receipts as of [May 2020]; unaudited; subject
to change.
(2) Relating to 2020 Installment Sale Agreement of the City of Menifee; Source: Underwriter.
* Preliminary; subject to change.
MAXIMUM ANNUAL DEBT SERVICE COVERAGE
BASED UPON FISCAL YEAR 2019-20 MEASURE A RECEIPTS
OF THE CITY OF MORENO VALLEY
2019-20
Measure A Receipts (1)
Maximum Annual
Debt Service (2)*
Debt
Service Coverage (2)*
$ $ _.__x
___________________
(1) Source: City of Moreno Valley; as of [May 2020]; unaudited; subject to change.
(2) Relating to 2020 Installment Sale Agreement of the City of Moreno Valley; Source: Underwriter.
* Preliminary; subject to change.
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AGGREGATE MAXIMUM ANNUAL DEBT SERVICE COVERAGE
FOR CERTIFICATES
2019-20
Gas Tax Revenues (1)
2019-20
Measure A Receipts (2)
Maximum Annual
Debt Service (3)*
Debt
Service Coverage (3)*
$ $ $ _.__x
___________________
(1) Represents aggregate Gas Tax Revenues allocated to the City of Desert Hot Springs and the City of Menifee for fiscal year 2019-
20 [as of ________, 2020], as shown in the tables above; source: City of Desert Hot Springs and City of Menifee.
(2) Represents aggregate Measure A Receipts for the Local Agencies for fiscal year 2019-20 as of [May 2020], as shown in the tables
above; source: Local Agencies
(3) Source: Underwriter.
* Preliminary; subject to change.
Each Local Agency is solely responsible for the payment of the Installment Sale Payments required
to be paid pursuant to its 2020 Installment Sale Agreement, and no Local Agency is responsible for the
payment of any Installment Sale Payments attributable to any other Local Agency.
CERTIFICATE INSURANCE POLICY
The following information has been furnished by ____________ (referred to herein as the
“Certificate Insurer” or “___”) for use in this Official Statement. Reference is made to Appendix E for
a specimen of the Certificate Insurance Policy.
[To come from Certificate Insurer]
RISK FACTORS
Investment in the Certificates involves risks that may not be appropriate for certain investors.
The following is a discussion of certain risk factors that should be considered, in addition to other matters
set forth herein, in evaluating the Certificates for investment. The information set forth below does not
purport to be an exhaustive listing of the risks and other considerations that may be relevant to an
investment in the Certificates. In addition, the order in which the following information is presented is
not intended to reflect the relative importance of any such risks.
Public Health Emergencies
In recent years, public health authorities have warned of threats posed by outbreaks of disease and
other public health threats. The spread of the novel strain of coronavirus called COVID-19 (“COVID-19”)
is having significant negative impacts throughout the world, including within the Local Agencies. The
World Health Organization has declared the COVID-19 outbreak to be a pandemic, and states of emergency
have been declared by County, the State and the United States. The purpose of these declarations is to
coordinate and formalize emergency actions across federal, State and local governmental agencies and to
proactively prepare for a wider spread of COVID-19.
To date there have been a number of confirmed cases of COVID-19 in the County and health
officials are expecting the number of confirmed cases to grow. The outbreak has resulted in the imposition
of restrictions on mass gatherings and widespread temporary closings of businesses, universities and
schools (including schools within the Local Agencies). The United States is also restricting certain non-
citizens and permanent residents from entering the country. In addition, financial markets in the United
States and globally have been volatile, with significant declines attributed to COVID-19 concerns.
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Potential impacts to the Local Agencies associated with the COVID-19 outbreak include, but are
not limited to, increasing costs and challenges to the public health system in and around the respective
boundaries of the Local Agencies, cancellations of public events and disruption of the regional and local
economy with corresponding decreases in the revenues of the Local Agencies, including Gas Tax Revenues
and Measure A Receipts, as applicable, and potential declines in property values which may affect the
ability or willingness of homeowners to pay property taxes.
The COVID-19 outbreak is ongoing, and its duration and severity and economic effects are
uncertain in many respects. Also uncertain are the actions that may be taken by Federal and State
governmental authorities to contain or mitigate the effects of the outbreak. The ultimate impact of COVID-
19 on the finances of the Local Agencies is not fully known, and it may be some time before the full adverse
impact of the COVID-19 outbreak is known. Further, there could be future COVID-19 outbreaks or other
public health emergencies that could have material adverse effects on the respective operations and finances
of the Local Agencies.
None of the Authority, the Local Agencies, the County nor the Underwriter can predict the ultimate
effects of the COVID-19 outbreak or whether any such effects will not have material adverse effect on the
Authority’s ability to pay debt service on the Certificates.
Installment Sale Payments Constitute Limited Obligations
The obligation of each Local Agency to make Installment Sale Payments under the applicable 2020
Installment Sale Agreement is a special obligation of such Local Agency and does not constitute a debt of
such Local Agency, any other Local Agency, the Authority, the State, or any political subdivision of the
State within the meaning of any constitutional or statutory debt limitation or restriction, and does not
constitute an obligation for which such Local Agency, any other Local Agency, the State, or any political
subdivision of the State is obligated to levy or pledge any form of taxation or for which such Local Agency,
any other Local Agency, the State, or any political subdivision of the State has levied or pledged any form
of taxation. The Authority has no taxing power.
Passive Revenue Source
The payment of principal and interest with respect to the Certificates is secured solely by (i) a
pledge by the City Desert Hot Springs and the City of Menifee of their respective Gas Tax Revenues, (ii)
a pledge by each Local Agency of such Local Agency’s Measure A Receipts, and (iii) certain funds under
the Trust Agreement and the 2020 Installment Sale Agreements.
The City Desert Hot Springs and the City of Menifee do not have any control over the amount of
Gas Tax Revenues because (1) the amount of Gas Tax Revenues received by the City Desert Hot Springs
and the City of Menifee is based on Statewide fuel consumption, (2) such Local Agencies do not have any
ability to control such consumption or to increase the rate at which such fuel is taxed within the State, and
(3) such Local Agencies do not have any control over the collection or distribution procedures related to
any State taxes, including taxes levied in connection with fuel consumption.
Neither the Authority nor the City Desert Hot Springs or the City of Menifee has any control over
the methodology, formulas, or rates used by the State to distribute Gas Tax Revenues to cities and counties,
including the City Desert Hot Springs an the City of Menifee, and such methodology or formulas may be
changed by the Legislature or as a result of the State initiative process at any time. In addition, there can be
no assurance that Gas Tax Revenues will be available in the amounts estimated in this Official Statement.
A decrease in fuel consumption in the State, which would adversely affect the amount and/or availability
of Gas Tax Revenues, could result from a variety of circumstances, including, without limitation, oil
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shortages or embargos, increased use of alternative fuel sources, or natural disasters. See also “RISK
FACTORS – Gasoline Sales Subject to Fluctuation” below.
The Local Agencies do not have any control over the amount of Measure A Receipts to be received
by any such Local Agency because (1) Measure A Revenues constitute revenues of the Commission derived
from a retail transactions and use tax imposed in the County pursuant to the Measure A Sales Tax Act and
the Measure A Ordinance, the number of transactions and revenues generated under which tax a Local
Agency has no ability to control, and Measure A Receipts are allocated by the Commission to such Local
Agency only after the payment of all Senior Lien Measure A Obligations, and (2) the Local Agencies do
not have any control over the collection or distribution procedures related to any State taxes or local retail
transactions and use taxes.
There can be no assurance that Measure A Receipts will be available in the amounts estimated in
this Official Statement. A decrease in Measure A Revenues would adversely affect the amount and/or
availability of Measure A Receipts. In addition, each Local Agency must continuously meet certain
requirements set forth in the Measure A Ordinance in order to be eligible to receive Measure A Revenues
from the Commission and apply Measure A Receipts to pay the applicable Installment Sale Payments. See
“MEASURE A REVENUES; MEASURE A RECEIPTS.”
Allocation of Measure A Revenues to the Local Agencies is Subordinate to Payment of Senior Lien
Measure A Obligations
The CDTFA administers collection of the Measure A Sales Tax. The Commission and the CDTFA
have entered into an agreement for state administration of district transactions and use taxes to authorize
payment of Measure A Revenues directly to the Measure A Revenues Trustee, as trustee under the Measure
A Revenues Indenture. The CDTFA, after deducting amounts payable to itself, is required to remit the
balance of amounts received from the Measure A Sales Tax directly to the Measure A Revenues Trustee.
The Measure A Revenues Trustee is required to apply the Measure A Revenues to make deposits to the
funds and accounts established under the Measure A Revenues Indenture to pay the Senior Lien Bonds and
any Parity Obligations and to transfer the remaining amounts to make payments with respect to any
Subordinate Obligations and Swap Agreements. All payments with respect to the Senior Lien Bonds, Parity
Obligations, Subordinate Obligations, and the Swap Agreements will be made from Measure A Revenues
before any remaining Measure A Revenues will be released by the Measure A Revenues Trustee and
transferred to the Commission for allocation by the Commission for use for any purpose contemplated by
the Measure A Ordinance, including, without limitation, the allocation of Measure A Revenues to the Local
Agencies. The Measure A Ordinance provides that not more than $975,000,000 in aggregate principal
amount of bonds or other evidences of indebtedness issued by the Commission and secured by Measure A
Revenues may be outstanding at any one time. See “MEASURE A REVENUES; MEASURE A
RECEIPTS.”
Limitations on Use of Measure A Revenues
Not all of the Measure A Revenues allocated by the Commission to the Local Agencies may be
applied to pay the Installment Sale Payments. Only the Measure A Receipts may be so applied. See
“MEASURE A REVENUES; MEASURE A RECEIPTS.” In addition, while Measure A Revenues will be
collected in the County for a thirty-year period ending on June 30, 2039, Installment Sale Payments will be
payable by the Local Agencies through and including June 1, 2042. Investors should be aware that no
Measure A Revenues will be allocated by the Commission to the Local Agencies and be available to make
Installment Sale Payments in fiscal years 2040, 2041, and 2042. See “MEASURE A REVENUES;
MEASURE A RECEIPTS – Collection and Allocation of Measure A Revenues.”
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Senior Lien Measure A Obligations
Measure A Revenues, and thus Measure A Receipts, are allocated by the Commission to the Local
Agencies on a basis that is subordinate to the Commission’s payment of its Senior Lien Measure A
Obligations. See “MEASURE A REVENUES; MEASURE A RECEIPTS – Senior Lien Measure A
Obligations” and “ – Collection and Allocation of Measure A Revenues.”
Additional Contracts
Subject to certain restrictions, the City of Desert Hot Springs and the City of Menifee are permitted
to enter into other Contracts that constitute additional charges against its Gas Tax Revenues without the
consent of Owners of the Certificates. Similarly, each Local Agency is permitted to enter into other
Contracts that constitute additional charges against its Measure A Receipts without the consent of Owners
of the Certificates. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES –
Additional Contracts.” To the extent that other Contracts are executed by a Local Agency, the funds
available to pay the applicable Installment Sale Payments may be decreased. In addition, there is no
limitation on the ability of any Local Agency to execute any Contract at any time to refund any outstanding
Contract.
Limitations on Remedies; Bankruptcy
The rights of the owners of the Certificates are subject to the limitations on legal remedies against
municipalities in the State, including a limitation on enforcement of judgments against funds needed to
serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the owners
of the Certificates, and enforcement of each Local Agency’s obligations under its 2020 Installment Sale
Agreement, may become subject to the federal bankruptcy code and applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditor’s rights
generally, now or hereafter in effect, equity principles that may limit the specific enforcement under State
law of certain remedies, the exercise by the United States of America of the powers delegated to it by the
Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers
inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant
and legitimate public purpose and the limitations on remedies against cities in the State.
Bankruptcy proceedings under Chapter 9 of the Bankruptcy Code (Title 11, United States Code),
which governs the bankruptcy proceedings for public agencies such as the applicable Local Agency and
the Commission, or the exercise of powers by the federal or State government, if initiated, could subject
the owners of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or
otherwise, and consequently may entail risks of delay, limitation, or modification of their rights.
Special Counsel has limited its opinion as to the validity and enforceability of the 2020 Installment
Sale Agreements and the Trust Agreement to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting
generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial
discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of
delay, limitation, or modification of the rights of the Owners.
Constitutional Limitations on Appropriations
California law imposes various taxing, revenue, and appropriations limitations on public agencies
such as the Local Agencies. See “CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY
REVENUES AND APPROPRIATIONS” herein for a discussion of these limitations.
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Previous Diversion of Gas Tax Revenues
Prior to the approval by the California electorate of Proposition 22 (described below) on November
2, 2010, Section 6 of Article XIX of the California Constitution permitted the State to loan to the State
General Fund the revenues derived from taxes imposed on gasoline and diesel fuels within the State
(collectively, the “Fuel Tax Revenues”) if (a) any amount loaned was to be repaid in full during the same
fiscal year in which the loan was made, except that repayment may be delayed until a date not more than
30 days after the date of enactment of the State budget bill for the subsequent fiscal year, or (b) any amount
loaned was to be repaid in full within three fiscal years from the date on which the loan was made and one
of the following had occurred: (1) the Governor had proclaimed a state of emergency and declared that the
emergency will result in a significant negative fiscal impact to the State General Fund, or (2) the aggregate
amount of State General Fund revenues for the current fiscal year, as projected by the Governor in a report
to the State Legislature in May of the current fiscal year, was less than the aggregate amount of State
General Fund revenues for the previous fiscal year, adjusted for the change in the cost of living and the
change in population, as specified in the budget submitted by the Governor in the current fiscal year. In
recent years, prior to the approval of Proposition 22, on a number of occasions, the State diverted Fuel Tax
Revenues that would otherwise have been paid to local governments and repaid such amounts in full without
interest at later specified dates.
While the State has, in the past, loaned Gas Tax Revenues to the State General Fund, such amounts
have been loaned from the State portion of such Gas Tax Revenues, and not from amounts paid to local
governments, and the City of Desert Hot Springs and the City of Menifee have received full payment of
their applicable Gas Tax Revenues since the date of their respective Prior Installment Sale Agreements.
Notwithstanding the foregoing, on February 16, 2008, then Governor Arnold Schwarzenegger signed a six-
bill budget package designed to reduce expenses in the State’s fiscal year 2007-08. One of the bills enacted
into law was Assembly Bill No. 7 (“ABX3 7”), which provided, as it pertained to local agencies, that gas
tax revenues collected during the months of March, April, May, June, and July of 2008, and otherwise
transferrable to local agencies pursuant to Section 2104, Section 2105, Section 2106, and Section 2107,
would be suspended and would instead be transferred to respective local agencies along with the August
2008 Gas Tax Revenues in September 2008.
ABX3 7 also permitted each of the local agencies, for cash management purposes during this five-
month suspension period, to use any cash received pursuant to Proposition 1B (the Highway Safety, Traffic
Reduction, Air Quality, and Port Security Bond Act of 2006 (Chapter 12.49 of Division 1 of Title 2 of the
California Government Code)) for the same purposes for which the gas tax revenues are authorized under
Article XIX of the California Constitution; provided that such cash is replaced after the suspended Gas Tax
Revenues were received by the local agency in September 2008.
In March 2010, the Legislature amended Section 2103.1 of the Streets and Highways Code to
provide that, for the months of July, August, September, October, November, and December 2010, and
January, February, and March 2011, no more than $50,000,000 each month of Fuel Tax Revenues could be
deferred and diverted from local governments (excluding certain exempted counties and cities) and instead
paid to local governments by April 30, 2011. On November 2, 2010, the California electorate approved
Proposition 22, The Local Taxpayer, Public Safety, and Transportation Protection Act of 2010
(“Proposition 22”), an initiative amendment to the California Constitution. Proposition 22 prohibits the
State from raiding funds that are allocated to local government, public safety, and transportation purposes,
including the local government portion of Fuel Tax Revenues. In December 2010, the California State
Controller’s Office notified local governments that it had determined that Proposition 22 effectively
prohibited such continued deferrals of Fuel Tax Revenues under Section 2103.1 of the Streets and
Highways Code and that funds deferred from July through October 2010 would be repaid to local
governments by April 30, 2011.
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Other issues and uncertainties may arise with respect to the implementation or interpretation of, or
the interaction between, the gasoline sales tax – gasoline excise tax swap (see “GAS TAX REVENUES –
Statewide Gas Tax Revenues and Apportionments – 2010 Gasoline Sales Tax – Gasoline Excise Tax Swap”)
and Proposition 22, and additional legislation may be enacted, including legislation purporting to amend or
repeal Proposition 22, or litigation may be commenced with respect to those or other such matters. Any
such legislation or litigation regarding, affecting, or purporting to amend or repeal such implementation,
interpretation, interaction, or other matters may adversely impact Gas Tax Revenues to be received the
Local Agency.
Gasoline Sales Subject to Fluctuation
The collection of taxes imposed on the purchase of motor vehicle fuels is necessarily subject to
fluctuations in spending which is affected by, among other things, general economic cycles. Gas Tax
Revenues may increase along with the increasing fuel prices brought about by inflation, but collections also
are vulnerable to adverse economic conditions and reduced spending and may decrease as a result.
Consequently, the rate of collection of taxes imposed on the purchase of motor vehicle fuels and,
particularly, Gas Tax Revenues may be expected to correspond generally to economic cycles, patterns of
usage of automobiles and truck transport, alternative transportation and energy sources as may be developed,
and changes in population and density, among other factors. Neither the City of Desert of Hot Springs nor
the City of Menifee have any control over general economic cycles, alternate energy sources, changes in
transportation technology, or changes in usage over time, and is unable to predict what economic factors,
demands, changes in use or cycles of collection will occur while the Certificates remain outstanding.
California State Legislature or Electorate May Change Items Subject to Measure A Sales Tax
With limited exceptions, the Measure A Sales Tax will be imposed upon the same transactions and
items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the
State, through the initiative process, could change or limit the transactions and items upon which the
statewide sales tax and the Measure A Sales Tax are imposed. Any such change or limitation could have an
adverse impact on the Measure A Revenues collected and the portion of such Measure A Revenues, and,
correspondingly, the portion of Measure A Receipts, allocated by the Commission to the Local Agencies.
For a further description of the Measure A Sales Tax, see “MEASURE A REVENUES; MEASURE A
RECEIPTS.”
Increases in Sales Tax Rate May Cause Declines in Measure A Revenues
The 0.5% Measure A Sales Tax imposed in the County for transportation purposes and
administered by the Commission is in addition to the sales or use tax levied statewide by the State. On
November 6, 2012, State voters approved Proposition 30, which, among other things, increased the
statewide tax rate by one quarter of one percent (increasing the statewide rate from 7.25% to 7.50%) for
four years, effective January 1, 2013, through December 31, 2016, and the total County tax to 8%.
Additional future increases, if any, in the State sales tax or the sales tax levied in the County could have an
adverse effect on consumer spending decisions and consumption, resulting in a reduction of Measure A
Revenues.
No Liability of Authority to Owners
Subject to any provisions in the Trust Agreement to the contrary, the Authority has no obligation
or liability to the Owners of the Certificates with respect to the payment when due of the Installment Sale
Payments by any Local Agency or with respect to the performance by any Local Agency of other
agreements and covenants required to be performed by such Local Agency under the applicable 2020
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Installment Sale Agreement or the Trust Agreement, or with respect to the performance by the Trustee of
any of the Trustee’s rights or obligations under the Trust Agreement.
Economic, Political, Social, and Environmental Conditions
The level of Measure A Sales Tax revenues collected depends on the level of taxable sales
transactions within the County, which, in turn, depends on the level of general economic activity in the
County and the State generally. Prospective investors are encouraged to evaluate current and prospective
economic, political, social, and environmental conditions as part of an informed investment decision.
Changes in economic, political, social, or environmental conditions on a local, state, federal, or international
level may adversely affect investment risk generally. Such conditional changes may include (but are not
limited to) the reduction or elimination of previously available State of federal revenues, fluctuations in
business production, consumer prices, or financial markets, unemployment rates, technological
advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest,
fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage and natural
disasters.
Natural Disasters
The occurrence of any natural disaster in or near the boundaries of the Local Agencies or the
County, including, without limitation, fire, earthquake, landslide, high winds, drought or flood, could have
an adverse material impact on the economy within the Local Agencies or the County and the generation of
sales and use taxes that constitute Gas Tax Revenues and Measure A Revenues. Portions of the City and
the County may be at risk of damage or destruction from wildfires or subject to unpredictable seismic
activity.
Secondary Market
There can be no guarantee that there will be a secondary market for the Certificates or, if a
secondary market exists, that the Certificates can be sold for any particular price. Occasionally, because of
general market conditions, adverse history or economic prospects connected with a particular issue,
secondary marketing practices are suspended or terminated. Additionally, prices of issues for which a
market is being made will depend upon then prevailing circumstances. Such prices could be substantially
different from the original purchase price.
Risks Associated with Certificate Insurance Policy
In the event that a Local Agency defaults in the payment of principal or interest with respect to
Certificates when due, the Owners of the Certificates will have a claim under the Certificate Insurance
Policy for such payments. See the caption “CERTIFICATE INSURANCE.” In the event that the
Certificate Insurer becomes obligated to make payments with respect to the Certificates, no assurance can
be given that such event will not adversely affect the market for the Certificates. In the event that the
Certificate Insurer is unable to make payments of principal or interest with respect to the Certificates when
due under the Certificate Insurance Policy, the Certificates will be payable solely from Gas Tax Revenues
and Measure A Receipts and amounts held in certain funds and accounts established under the Trust
Agreement, as described under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES.”
The insured long-term rating on the Certificates is dependent in part on the financial strength of the
Insurer and its claims-paying ability. The Certificate Insurer’s financial strength and claims-paying ability
are predicated upon a number of factors which could change over time. If the long-term ratings of the
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Insurer are lowered, such event could adversely affect the market for the Certificates. See the caption
“RATINGS.”
None of the Local Agencies, the Authority or the Underwriter has made an independent
investigation of the claims-paying ability of the Certificate Insurer, and no assurance or representation
regarding the financial strength or projected financial strength of the Certificate Insurer is being made by
the Local Agencies, the Authority or the Underwriter in this Official Statement. Therefore, when making
an investment decision with respect to the Certificates, potential investors should carefully consider the
ability of the Authority to pay principal and interest with respect to the Certificates, assuming that the
Certificate Insurance Policy is not available for that purpose, and the claims-paying ability of the Certificate
Insurance Policy through final maturity of the Certificates.
So long as the Certificate Insurance Policy remains in effect and the Certificate Insurer is not in
default of its obligations thereunder, the Certificate Insurer has certain notice, consent and other rights under
the Trust Agreement and will have the right to control all remedies in the event of a default under the Trust
Agreement. The Certificate Insurer is not required to obtain the consent of the Owners of the Certificates
with respect to the exercise of remedies. See Appendix A.
CONSTITUTIONAL PROVISIONS AFFECTING
LOCAL AGENCY REVENUES AND APPROPRIATIONS
Article XIIIB of the California Constitution – Limitations on Appropriations
On November 6, 1979, State voters approved Proposition 4, the so-called Gann Initiative, which
added Article XIIIB to the California Constitution (“Article XIIIB”). In June 1990, Article XIIIB was
amended by the voters through their approval of Proposition 111, which is described below under the
caption “Proposition 111.” Article XIIIB limits the annual appropriations of the State and of any city,
county, school district, authority, or other political subdivision of the State to the level of appropriations for
the prior fiscal year, as adjusted annually for changes in the cost of living, population, and cost of services
rendered by the governmental entity. The “base year” for establishing such appropriation limit is fiscal year
1978-79. Increases in appropriations by a governmental entity are also permitted (i) if financial
responsibility for providing services is transferred to the governmental entity, or (ii) for emergencies, so
long as the appropriations limits for the three years following the emergency are reduced to prevent any
aggregate increase above the Constitutional limit. Decreases are required where responsibility for providing
services is transferred from the government entity.
Appropriations of an entity of local government subject to Article XIIIB include generally any
authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of
local government, exclusive of certain State subventions, refunds of taxes, benefit payments from
retirement, unemployment insurance, and disability insurance funds. Appropriations subject to limitation
pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of
January 1, 1979, on bonded indebtedness thereafter approved according to law by a vote of the electors of
the issuing entity voting in an election for such purpose, appropriations required to comply with mandates
of courts or the federal government, appropriations for qualified capital outlay projects, and appropriations
by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above
January 1, 1990, levels. “Proceeds of taxes” include, but are not limited to, all tax revenues and the proceeds
to any entity of government from (i) regulatory licenses, user charges, and user fees to the extent such
proceeds exceed the cost of providing the service or regulation, (ii) the investment of tax revenues, and
(iii) certain State subventions received by local governments. Article XIIIB includes a requirement that if
an entity’s revenues in any year exceed the amount permitted to be spent, the excess must be returned by
revising tax rates or fee schedules over the subsequent two fiscal years.
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Article XIIIB allows voters to approve a temporary waiver of a government’s Article XIIIB limit.
Such a waiver is often referred to as a “Gann limit waiver.” The length of any such waiver is limited to four
years. The Gann limit waiver does not provide any additional revenues to a Local Agency or allow such
Local Agency to finance additional services.
Installment Sale Payments are subject to the Article XIIIB appropriations limitations. For fiscal
year 2020-21, the City of Desert Hot Springs calculated its appropriations limit at $33,861,725. For fiscal
year 2020-21, the City of Desert Hot Springs has budgeted its appropriations limit at $17,179,499. For fiscal
year 2020-21, the City of Menifee calculated its appropriations limit at $__________. For fiscal year 2020-
21, the City of Menifee has budgeted its appropriations limit at $__________. For fiscal year 2020-21, the
City of Moreno Valley calculated its appropriations limit at $139,321,723 For fiscal year 2020-21, the City
of Moreno Valley has budgeted its appropriations limit at $80,536,602. Neither the City of Desert Hot
Springs, the City of Menifee, nor the City of Moreno Valley has ever made appropriations that exceeded
the limitation on appropriations under Article XIIIB. The impact of the appropriations limit on the financial
needs of the Local Agencies in the future is unknown.
Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes
On November 5, 1996, State voters approved Proposition 218, entitled the “Right to Vote on Taxes
Act” (“Proposition 218”). Proposition 218 added Article XIIIC (“Article XIIIC”) and Article XIIID
(“Article XIIID”) to the California Constitution, which Articles contain a number of provisions affecting
the ability of Local Agencies to levy and collect both existing and future taxes, assessments, fees, and
charges. The interpretation and application of certain provisions of Proposition 218 will ultimately be
determined by the courts with respect to some of the matters discussed below. It is not possible at this time
to predict with certainty the future impact of such interpretations. The provisions of Proposition 218, as so
interpreted and applied, may affect the ability of a Local Agency to meet certain obligations.
Article XIIIC requires that all new local taxes be submitted to the electorate before they become
effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes,
even if deposited in a general fund such as a general fund of a Local Agency, require a two-thirds vote.
Article XIIIC further provides that any general purpose tax imposed, extended, or increased, without voter
approval, after December 31, 1994, may continue to be imposed only if approved by a majority vote in an
election, which must be held within two years of November 5, 1996. None of the Local Agencies has
imposed, extended, or increased any such taxes that are currently in effect without voter approval.
Article XIIIC also expressly extends the initiative power to give voters the power to reduce or
repeal local taxes, assessments, fees, and charges, regardless of the date such taxes, assessments, fees, and
charges were imposed. Article XIIIC expands the initiative power to include reducing or repealing
assessments, fees, and charges, which had previously been considered administrative rather than legislative
matters and therefore beyond the initiative power. This extension of the initiative power is not limited by
the terms of Article XIIIC to fees imposed after November 6, 1996, and absent other legal authority could
result in the retroactive reduction in any existing taxes, assessments, fees, or charges. No assurance can be
given that the voters within the jurisdiction of a Local Agency will not, in the future, approve initiatives
which reduce or repeal, or prohibit the future imposition or increase of, local taxes, assessments, fees or
charges currently comprising a substantial part of such Local Agency’s general fund. “Assessments,” “fees,”
and “charges” are not defined in Article XIIIC, and it is unclear whether these terms are intended to have
the same meanings for purposes of Article XIIIC as for Article XIIID described below. If not, the scope of
the initiative power under Article XIIIC potentially could include any general fund local tax, assessment,
or fee not received from or imposed by the federal or State government or derived from investment income.
None of the Local Agencies levy any property related “fees” or “charges” that it considered are subject to
challenge under Article XIIIC.
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The voter approval requirements of Proposition 218 reduce the flexibility of a Local Agency to
raise revenues for its general fund, and no assurance can be given that such Local Agency will be able to
impose, extend, or increase taxes in the future to meet increased expenditure needs.
Article XIIID also added several new provisions relating to how Local Agencies may levy and
maintain “assessments” for municipal services and programs. These provisions include, among other things,
(i) a prohibition against assessments that exceed the reasonable cost of the proportional special benefit
conferred on a parcel, (ii) a requirement that the assessment must confer a “special benefit,” as defined in
Article XIIID, over and above any general benefits conferred, and (iii) a majority protest procedure that
involves the mailing of a notice and a ballot to the record owner of each affected parcel, a public hearing,
and the tabulation of ballots weighted according to the proportional financial obligation of the affected
party. “Assessment” in Article XIIID is defined to mean any levy or charge upon real property for a special
benefit conferred upon the real property and applies to landscape and maintenance assessments for open
space areas, street medians, street lights, and parks.
In addition, Article XIIID added several provisions affecting “fees” and “charges,” defined for
purposes of Article XIIID to mean “any levy other than an ad valorem tax, a special tax, or an assessment,
imposed by [a local government] upon a parcel or upon a person as an incident of property ownership,
including a user fee or charge for a property related service.” All new and existing property related fees and
charges must conform to requirements prohibiting, among other things, fees and charges that (i) generate
revenues exceeding the funds required to provide the property related service, (ii) are used for any purpose
other than those for which the fees and charges are imposed, (iii) are for a service not actually used by, or
immediately available to, the owner of the property in question, or (iv) are used for general governmental
services, including police, fire, ambulance, or library services, where the service is available to the public
at large in substantially the same manner as it is to property owners. Depending on the interpretation of
what constitutes a “property related fee” under Article XIIID, there could be future restrictions on the ability
of a Local Agency to charge its respective enterprise funds for various services provided. Further, before
any property related fee or charge may be imposed or increased, written notice must be given to the record
owner of each parcel of land affected by such fee or charge. The Local Agencies must then hold a hearing
upon the proposed imposition or increase and, if written protests against the proposal are presented by a
majority of the owners of the identified parcels, a Local Agency may not impose or increase the fee or
charge. Moreover, except for fees or charges for wastewater, water, and refuse collection services, or fees
for electrical and gas service, which fees or charges are not treated as “property related” for purposes of
Article XIIID, no property related fee or charge may be imposed or increased without majority approval by
the property owners subject to the fee or charge or, at the option of a Local Agency, two-thirds voter
approval by the electorate residing in the affected area.
Neither the City of Desert Hot Springs, the City of Menifee, nor the City of Moreno Valley believes
that the provisions of Article XIIIC or Article XIIID will directly impact the Measure A Receipts available
to such Local Agency to make its Installment Sale Payments required pursuant to the applicable 2020
Installment Sale Agreement.
Future Initiatives
Article XIIIB, Article XIIIC, and Article XIIID were each adopted as measures that qualified for
the ballot pursuant to the State’s Constitutional initiative process. From time to time other initiative
measures could be adopted, affecting the ability of each Local Agency to increase or apply revenues and to
make or increase appropriations.
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THE AUTHORITY
The Authority is a joint powers agency organized pursuant to a Joint Powers Agreement among a
number of California counties, cities, and special districts entered into pursuant to the provisions relating
to the joint exercise of powers contained in Chapter 5 of Division 7 of Title 1 (commencing with Section
6500) of the California Government Code.
Since its formation in 1988, the Authority has issued more than $50 billion in tax-exempt
financings. Any obligation, other than the obligations represented by the Certificates, previously or to be
issued or otherwise incurred by the Authority will be secured by instruments separate and apart from the
Trust Agreement and the 2020 Installment Sale Agreements. The holders of such other obligations of the
Authority will have no claim on the security for the Certificates and the Owners will have no claim on the
security of such other obligations issued by the Authority.
The Authority is governed by a seven-member commission and is currently comprised of three
members from the California State Association of Counties, two members from the League of California
Cities, one member from the City of Sacramento, and one member from the County of Sacramento
(collectively, the “Commissioners”). Neither the Authority nor its Commissioners or officers have any
obligations or liability to the Owners of the Certificates with respect to the payment of Installment Sale
Payments by any Local Agency under its 2020 Installment Sale Agreement, or with respect to the
performance of any Local Agency of other covenants made by such Local Agency in the applicable 2020
Installment Sale Agreement.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP (“Special Counsel”), Special Counsel to each
Local Agency, based upon an analysis of existing laws, regulations, rulings, and court decisions, and
assuming, among other matters, the accuracy of certain representations and compliance with certain
covenants, the interest on the Installment Sale Payments paid by the applicable Local Agency under the
applicable 2020 Installment Sale Agreement and received by the owners of the Certificates is not excluded
from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986
(the “Code”). Special Counsel is of the opinion that the interest on the Installment Sale Payments paid by
each Local Agency under the applicable 2020 Installment Sale Agreement and received by the owners of
the Certificates is exempt from State of California personal income taxes. Special Counsel expresses no
opinion regarding any other tax consequences related to the ownership or disposition of, or the amount,
accrual or receipt of interest on, the Installment Sale Payments. Complete copies of the proposed forms of
opinions of Special Counsel are set forth in Appendix C hereto.
The following discussion summarizes certain U.S. federal tax considerations generally applicable
to owners of the Certificates that acquire their Certificates in the initial offering. The discussion below is
based upon laws, regulations, rulings, and decisions in effect and available on the date hereof, all of which
are subject to change, possibly with retroactive effect. Prospective investors should note that no rulings
have been or are expected to be sought from the U.S. Internal Revenue Service (the “IRS”) with respect to
any of the U.S. federal tax consequences discussed below, and no assurance can be given that the IRS will
not take contrary positions. Further, the following discussion does not deal with U.S. tax consequences
applicable to any given investor, nor does it address the U.S. tax considerations applicable to all categories
of investors, some of which may be subject to special taxing rules (regardless of whether or not such
investors constitute U.S. Holders), such as certain U.S. expatriates, banks, REITs, RICs, insurance
companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships,
S corporations, estates and trusts, investors that hold their Certificates as part of a hedge, straddle or an
integrated or conversion transaction, or investors whose “functional currency” is not the U.S. dollar.
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Furthermore, it does not address (i) alternative minimum tax consequences, (ii) the net investment income
tax imposed under Section 1411 of the Code, or (iii) the indirect effects on persons who hold equity interests
in an owner. This summary also does not consider the taxation of the Certificates under state, local or non-
U.S. tax laws. In addition, this summary generally is limited to U.S. tax considerations applicable to
investors that acquire their Certificates pursuant to this offering for the issue price that is applicable to such
Certificates (i.e., the price at which a substantial amount of the Certificates are sold to the public) and who
will hold their Certificates as “capital assets” within the meaning of Section 1221 of the Code.
As used herein, “U.S. Holder” means a beneficial owner of a Certificate that for U.S. federal income
tax purposes is an individual citizen or resident of the United States, a corporation or other entity taxable
as a corporation created or organized in or under the laws of the United States or any state thereof (including
the District of Columbia), an estate the income of which is subject to U.S. federal income taxation regardless
of its source or a trust where a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons (as defined in the Code) have the
authority to control all substantial decisions of the trust (or a trust that has made a valid election under U.S.
Treasury Regulations to be treated as a domestic trust). As used herein, “Non-U.S. Holder” generally means
a beneficial owner of a Certificate (other than a partnership) that is not a U.S. Holder. If a partnership holds
Certificates, the tax treatment of such partnership or a partner in such partnership generally will depend
upon the status of the partner and upon the activities of the partnership. Partnerships holding Certificates,
and partners in such partnerships, should consult their own tax advisors regarding the tax consequences of
an investment in the Certificates (including their status as U.S. Holders or Non-U.S. Holders).
Notwithstanding the rules described below, it should be noted that certain taxpayers that are
required to prepare certified financial statements or file financial statements with certain regulatory or
governmental agencies may be required to recognize income, gain and loss with respect to the Certificates
at the time that such income, gain or loss is recognized on such financial statements instead of under the
rules described below (in the case of original issue discount, such requirements are only effective for tax
years beginning after December 31, 2018).
Prospective investors should consult their own tax advisors in determining the U.S. federal, state,
local or non-U.S. tax consequences to them from the purchase, ownership and disposition of the Certificates
in light of their particular circumstances.
U.S. Holders
Interest. Interest on the Installment Sale Payments paid by the applicable Local Agency under the
applicable 2020 Installment Sale Agreement and received by the owners of the Certificates generally will
be taxable to a U.S. Holder as ordinary interest income at the time such amounts are accrued or received,
in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.
To the extent that the issue price of any maturity of the Certificates is less than the amount to be
paid at maturity of such Certificates (excluding amounts stated to be interest and payable at least annually
over the term of such Certificates) by more than a de minimis amount, the difference may constitute original
issue discount (“OID”). U.S. Holders of Certificates will be required to include OID in income for U.S.
federal income tax purposes as it accrues, in accordance with a constant yield method based on a
compounding of interest (which may be before the receipt of cash payments attributable to such income).
Under this method, U.S. Holders generally will be required to include in income increasingly greater
amounts of OID in successive accrual periods.
Certificates purchased for an amount in excess of the principal amount payable at maturity (or, in
some cases, at their earlier prepayment date) will be treated as issued at a premium. A U.S. Holder of a
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Certificate issued at a premium may make an election, applicable to all debt securities purchased at a
premium by such U.S. Holder, to amortize such premium, using a constant yield method over the term of
such Certificate.
Sale or Other Taxable Disposition of the Certificates. Unless a nonrecognition provision of the
Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer by the Authority)
or other disposition of a Certificate will be a taxable event for U.S. federal income tax purposes. In such
event, in general, a U.S. Holder of a Certificate will recognize gain or loss equal to the difference between
(i) the amount of cash plus the fair market value of property received (except to the extent attributable to
accrued but unpaid interest on the Installment Sale Payments, which will be taxed in the manner described
above) and (ii) the U.S. Holder’s adjusted U.S. federal income tax basis in the Certificate (generally, the
purchase price paid by the U.S. Holder for the Certificate, decreased by any amortized premium, and
increased by the amount of any OID previously included in income by such U.S. Holder with respect to
such Certificate). Any such gain or loss generally will be capital gain or loss. In the case of a non-corporate
U.S. Holder of the Certificates, the maximum marginal U.S. federal income tax rate applicable to any such
gain will be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income
if such U.S. Holder’s holding period for the Certificates exceeds one year. The deductibility of capital
losses is subject to limitations.
Defeasance of the Certificates. If the Authority defeases any Certificate, the Certificate may be
deemed to be retired for U.S. federal income tax purposes as a result of the defeasance. In that event, in
general, an owner will recognize taxable gain or loss equal to the difference between (i) the amount realized
from the deemed sale, exchange or retirement (less any accrued qualified stated interest which will be
taxable as such) and (ii) the owner’s adjusted tax basis in the Certificate.
Information Reporting and Backup Withholding. Payments on the Certificates generally will be
subject to U.S. information reporting and possibly to “backup withholding.” Under Section 3406 of the
Code and applicable U.S. Treasury Regulations issued thereunder, a non-corporate U.S. Holder of the
Certificates may be subject to backup withholding at the current rate of 24% with respect to “reportable
payments,” which include interest paid on the Installment Sale Payments and the gross proceeds of a sale,
exchange, redemption, retirement or other disposition of the Certificates. The payor will be required to
deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification
number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished
by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c)
of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to
withholding under Section 3406(a)(1)(C) of the Code. Amounts withheld under the backup withholding
rules may be refunded or credited against the U.S. Holder’s federal income tax liability, if any, provided
that the required information is timely furnished to the IRS. Certain U.S. Holders (including among others,
corporations and certain tax-exempt organizations) are not subject to backup withholding. An owner’s
failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS.
Non-U.S. Holders
Interest. Subject to the discussions below under the headings “Information Reporting and Backup
Withholding” and “Foreign Account Tax Compliance Act,” payments of principal and interest on any
Installment Sale Payments paid by the applicable Local Agency under the applicable 2020 Installment Sale
Agreement and received by the owners of the Certificates to a Non-U.S. Holder, other than (1) a controlled
foreign corporation, a such term is defined in the Code, which is related to the Authority through stock
ownership and (2) a bank which acquires such Certificate in consideration of an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of business, will not be subject to any U.S.
federal withholding tax provided that the beneficial owner of the Certificate provides a certification
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completed in compliance with applicable statutory and regulatory requirements, which requirements are
discussed below under the heading “Information Reporting and Backup Withholding,” or an exemption is
otherwise established.
Disposition of the Certificates. Subject to the discussions below under the headings “Information
Reporting and Backup Withholding” and “FATCA,” any gain realized by a Non-U.S. Holder upon the sale,
exchange, redemption, retirement (including pursuant to an offer by the Authority or a deemed retirement
due to defeasance of the Certificate) or other disposition of a Certificate generally will not be subject to
U.S. federal income tax, unless (i) such gain is effectively connected with the conduct by such Non-U.S.
Holder of a trade or business within the United States; or (ii) in the case of any gain realized by an individual
Non-U.S. Holder, such owner is present in the United States for 183 days or more in the taxable year of
such sale, exchange, redemption, retirement (including pursuant to an offer by the Authority) or other
disposition and certain other conditions are met.
U.S. Federal Estate Tax. A Certificate that is held by an individual who at the time of death is not
a citizen or resident of the United States will not be subject to U.S. federal estate tax as a result of such
individual’s death, provided that, at the time of such individual’s death, payments of interest on the
Installment Sale Payments paid by the Local Agencies with respect to such Certificate would not have been
effectively connected with the conduct by such individual of a trade or business within the United States.
Information Reporting and Backup Withholding. Subject to the discussion below under the
heading “FATCA,” under current U.S. Treasury Regulations, payments of principal and interest on any
Installment Sale Payments to an owner that is not a United States person will not be subject to any backup
withholding tax requirements if the beneficial owner of the Certificate or a financial institution holding the
Certificate on behalf of the beneficial owner in the ordinary course of its trade or business provides an
appropriate certification to the payor and the payor does not have actual knowledge that the certification is
false. If a beneficial owner provides the certification, the certification must give the name and address of
such owner, state that such owner is not a United States person, or, in the case of an individual, that such
owner is neither a citizen nor a resident of the United States, and the owner must sign the certificate under
penalties of perjury. The current backup withholding tax rate is 24%.
Foreign Account Tax Compliance Act (“FATCA”)—U.S. Holders and Non-U.S. Holders
Sections 1471 through 1474 of the Code impose a 30% withholding tax on certain types of
payments made to foreign financial institutions, unless the foreign financial institution enters into an
agreement with the U.S. Treasury to, among other things, undertake to identify accounts held by certain
U.S. persons or U.S.-owned entities, annually report certain information about such accounts, and withhold
30% on payments to account holders whose actions prevent it from complying with these and other
reporting requirements, or unless the foreign financial institution is otherwise exempt from those
requirements. In addition, FATCA imposes a 30% withholding tax on the same types of payments to a
non-financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or
the entity furnishes identifying information regarding each substantial U.S. owner. Under current guidance,
failure to comply with the additional certification, information reporting and other specified requirements
imposed under FATCA could result in the 30% withholding tax being imposed on payments of interest on
the Installment Sale Payments. In general, withholding under FATCA currently applies to payments of
U.S. source interest (including OID) and, under current guidance, will apply to certain “passthru” payments
no earlier than the date that is two years after publication of final U.S. Treasury Regulations defining the
term “foreign passthru payments.” Prospective investors should consult their own tax advisors regarding
FATCA and its effect on them.
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The foregoing summary is included herein for general information only and does not discuss all
aspects of U.S. federal taxation that may be relevant to a particular owner of Certificates in light of the
owner’s particular circumstances and income tax situation. Prospective investors are urged to consult their
own tax advisors as to any tax consequences to them from the purchase, ownership and disposition of
Certificates, including the application and effect of state, local, non-U.S., and other tax laws.
RATINGS
It is anticipated that S&P Global Ratings (“S&P”), will assign its municipal bond rating of “__”to
the Certificates, based on the issuance of the Certificate Insurance Policy by the Certificate Insurer at the
time of delivery of the Certificates. S&P has also assigned an underlying municipal bond rating of “__” to
the Certificates. There is no assurance that such ratings will be in effect for any given period of time or that
either or both such ratings will not be revised downward or withdrawn entirely by the rating agency if, in
the judgment of such agency, circumstances so warrant. Any such downward revision or withdrawal may
have an adverse effect on the market price of the Certificates. Such ratings reflect only the views of the
rating agency furnishing such ratings and an explanation of the significance of a rating may be obtained
only from such rating agency.
CONTINUING DISCLOSURE
In connection with the execution and delivery of the Certificates, each Local Agency will covenant
in a Continuing Disclosure Agreement, executed for the benefit of Owners, to provide certain financial
information and operating data and notices of certain events. See “APPENDIX D – Form of Local Agency
Continuing Disclosure Agreement.”
The City of Desert Hot Springs previously entered into disclosure undertakings in connection with
certain prior debt issuances, including the Desert Hot Springs 2012 Certificates. During the past five years,
the City of Desert Hot Springs failed to comply with its disclosure undertakings under the Rule as follows:
__________.
The City of Menifee previously entered into disclosure undertakings in connection with certain
prior debt issuances, including the Menifee 2012 Certificates. During the past five years, the City of
Menifee failed to comply with its disclosure undertakings under the Rule as follows: __________.
The City of Moreno Valley previously entered into disclosure undertakings in connection with
certain prior debt issuances, including the Moreno Valley 2013 Certificates. During the past five years, the
City of Moreno Valley failed to comply with its disclosure undertakings under the Rule as follows:
__________.
MUNICIPAL ADVISOR
Each Local Agency has retained Urban Futures, Inc., Tustin, California, as municipal advisor (the
“Municipal Advisor”) in connection with the execution and delivery of the Certificates. The Municipal
Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to
assume any responsibility for the accuracy, completeness or fairness of the information contained in this
Official Statement.
The Municipal Advisor is an independent advisory firm and is not engaged in the business of
underwriting, trading or distributing municipal or other public securities.
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UNDERWRITING
The Certificates are being purchased by Stifel, Nicolaus & Company, Incorporated (the
“Underwriter”). The Underwriter has agreed to purchase the Certificates at a price of $___________ (which
represents the aggregate principal amount represented by the Certificates, [plus/less] a net original issue
[premium/discount] of $___________, less an Underwriter’s discount of $___________. The contract of
purchase pursuant to which the Certificates are being purchased by the Underwriter provides that the
Underwriter will purchase all of the Certificates if any are purchased. The obligation of the Underwriter to
make such purchase is subject to certain terms and conditions set forth in the contract of purchase.
The Underwriter may offer and sell the Certificates to certain dealers and dealer banks and banks
acting as agent and others at prices lower than the public offering prices stated on the inside cover page
hereof and said public offering prices may be changed from time to time by the Underwriter. Although the
Underwriter expects to maintain a secondary market in the Certificates after the initial offering, no guaranty
can be made that such a market will develop or be maintained by the Underwriter or others.
NO LITIGATION
The Authority
To the knowledge of the Authority, there is no action, suit, proceeding, inquiry, or investigation, at
law or in equity, before or by any court, governmental agency, or public board or body, pending or
threatened seeking to restrain or enjoin the execution, delivery, or sale of the Certificates, or in any way
contesting or affecting any proceedings of the Authority taken concerning the sale thereof, the pledge or
application of any moneys or security provided for the payment of the Certificates, the validity or
enforceability of the documents executed by the Authority in connection with the Certificates, the
completeness or accuracy of this Official Statement, or the existence or powers of the Authority relating to
the sale of the Certificates.
The Local Agencies
The City of Desert Hot Springs will certify that, to the best of its knowledge, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency,
public board or body, pending or threatened against the City of Desert Hot Springs, seeking to restrain or
enjoin the execution or delivery of the Certificates, the Trust Agreement, or the applicable 2020 Installment
Sale Agreement, or in any way contesting or affecting the validity of the foregoing or any proceeding of
the City of Desert Hot Springs taken with respect to any of the foregoing or that will materially affect the
ability of the City of Desert Hot Springs to pay its Installment Sale Payments when due.
The City of Menifee will certify that, to the best of its knowledge, there is no action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or
body, pending or threatened against the City of Menifee, seeking to restrain or enjoin the execution or
delivery of the Certificates, the Trust Agreement, or the applicable 2020 Installment Sale Agreement, or in
any way contesting or affecting the validity of the foregoing or any proceeding of the City of Menifee taken
with respect to any of the foregoing or that will materially affect the ability of the City of Menifee to pay
its Installment Sale Payments when due.
The City of Moreno Valley will certify that, to the best of its knowledge, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency,
public board or body, pending or threatened against the City of Moreno Valley, seeking to restrain or enjoin
the execution or delivery of the Certificates, the Trust Agreement, or the applicable 2020 Installment Sale
Agreement, or in any way contesting or affecting the validity of the foregoing or any proceeding of the City
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of Moreno Valley taken with respect to any of the foregoing or that will materially affect the ability of the
City of Moreno Valley to pay its Installment Sale Payments when due.
CERTAIN LEGAL MATTERS
The validity and enforceability of the 2020 Installment Sale Agreements and the Trust Agreement
and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP,
Special Counsel to the Local Agencies. A complete copy of the proposed form of Special Counsel opinion
is contained in Appendix C hereto. Special Counsel undertakes no responsibility for the accuracy,
completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the
Authority by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, for the City of Desert Hot
Springs by Stream Kim Hicks Wrage & Alfaro, P.C., Riverside, California, its City Attorney, for the City
of Menifee by its City Attorney, for the City of Moreno Valley by its City Attorney, for the Underwriter by
Jones Hall, A Professional Law Corporation, San Francisco, California, as Underwriter’s Counsel, for the
Trustee by its counsel, and for the Certificate Insurer by its counsel.
MISCELLANEOUS
The purpose of this Official Statement is to supply information to prospective buyers of the
Certificates. Quotations from and summaries and explanations of the Certificates and other documents
contained herein do not purport to be complete and reference is made to said documents for full and
complete statements of their provisions.
This Official Statement and its distribution have been duly authorized and approved by the
Authority and each Local Agency.
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY,
as agent for and on behalf of each Local Agency
By:
Authorized Signatory
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APPENDIX A
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
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APPENDIX B
GENERAL INFORMATION REGARDING
PARTICIPATING LOCAL AGENCIES
The following information regarding the Local Agencies is presented for informational purposes
only. The Certificates do not constitute a general obligation debt of any Local Agency, and no Local
Agency has pledged its full faith and credit to the repayment of the Certificates. Neither the General
Fund nor the taxing power of any Local Agency, the County of Riverside, the State of California, or any
political subdivision of the State of California is pledged to the payment of the Installment Sale Payments
or the Certificates. The Certificates are payable solely from the sources described in the Official
Statement.
The following information regarding the Local Agencies and the County is the latest available, but
in certain cases is as of dates and for periods before the economic impact of the COVID-19 pandemic and
measures instituted to slow it. Accordingly, such information is not necessarily indicative of the current
financial condition or future prospects of the Local Agencies or the County.
City of Desert Hot Springs
General. The City of Desert Hot Springs, California (the “City of Desert Hot Springs”), is located
in Riverside County, California (the “County”), approximately 110 miles east of the City of Los Angeles.
The City of Desert Hot Springs covers approximately 23.62 square miles in the foothills of Joshua Tree
National Park at an average elevation of 1,076 feet above sea level. The City of Desert Hot Springs has a
temperate climate, with a mean average temperature of 99 degrees Fahrenheit in the summer and average
annual rainfall of 5.23 inches. The City of Desert Hot Springs is located in eastern Riverside County in an
area known as the Coachella Valley. The region hosts eight other cities including the Cities of Palm Springs,
Palm Desert, and La Quinta.
Government. The City of Desert Hot Springs was incorporated in 1963 and operates as a general
law city with a council-manager form of government. The five members of the City Council of the City of
Desert Hot Springs (the “Desert Hot Springs City Council”) are elected at large for staggered four-year
terms. The Mayor is directly elected by the citizens of the City of Desert Hot Springs and serves a two-
year term. The other four members rotate the position of Mayor Pro-Tem on an annual basis. The current
members of the Desert Hot Springs City Council, and their respective offices, are listed below:
Name Office Term Expires
Scott Matas Mayor December 2020
Robert Griffith Mayor Pro Tem December 2020
Russell Betts Council Member December 2020
Gary Gardner Council Member December 2022
Jan Pye Council Member December 2022
Other Information. Certain additional economic and demographic information regarding the City
of Desert Hot Springs is included in certain remaining sections of this Appendix B. See below.
City of Menifee
General. The City of Menifee, California (the “City of Menifee”), is located in the County,
approximately 85 miles southeast of the City of Los Angeles. The City of Menifee covers approximately
50 square miles at an average elevation of 1,430 feet above sea level. The area surrounding the City of
Menifee is largely rural with pockets of medium-density subdivisions. The City of Menifee has a temperate
climate, with a mean average temperature of 71 degrees Fahrenheit and average rainfall of .10 inches. Much
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of the economy of the City of Menifee and the surrounding community involves multiple commercial uses.
Throughout the center of the City is the I-215 commercial corridor, which contains retail, restaurant, and
general commercial uses. In the northwestern portions of the City of Menifee, there are industrial and light
manufacturing uses, and a business/industrial park is expected to be developed in that area in the future.
Government. The City of Menifee was incorporated in 2008 and operates as a general law city with
a council-manager form of government. The five members of the City Council of the City of Menifee
Valley (the “Menifee City Council”) are elected at large for staggered four-year terms. The Menifee City
Council elects one of its members as Mayor every two years, and the other four members rotate the position
of Mayor Pro-Tem on an annual basis. The current members of the Menifee City Council, and their
respective offices, are listed below:
Name Office Term Expires
Bill Zimmerman Mayor December 2020
Matt Liesemeyer Mayor Pro Tem December 2022__
Greg August Councilmember December 2020
Lesa Sobek Councilmember December 2020
Dean Deines Councilmember December 2022__
Other Information. Certain additional economic and demographic information regarding the City
of Menifee is included in certain remaining sections of this Appendix B. See below.
City of Moreno Valley
General. The City of Moreno Valley, California (the “City of Moreno Valley”), is located in the
County, approximately 65 miles southeast of the City of Los Angeles. The City of Moreno Valley covers
approximately 50 square miles at an average elevation of 1,631 feet above sea level. The City of Moreno
Valley has a temperate climate, with a mean average temperature of 65 degrees Fahrenheit and average
annual rainfall of 10.67 inches. The City of Moreno Valley is located in the Inland Empire, which consists
of Riverside and San Bernardino Counties. The Inland Empire had experienced a vibrant economic
environment from the mid 1990’s to the mid-2000’s, during which period the City of Moreno Valley
experienced strong residential and commercial growth. The rate of such residential and commercial growth
recently has slowed considerably due to the economic downturn.
Government. The City of Moreno Valley was incorporated in 1984 and operates as a general law
city with a council-manager form of government. The five members of the City Council of the City of
Moreno Valley (the “Moreno Valley City Council”) are elected by district for four-year overlapping terms.
The Moreno Valley City Council elects one of its members as Mayor and another as Mayor Pro-Tem on an
annual basis. The current members of the Moreno Valley City Council, and their respective offices, are
listed below:
Name Office Term Expires
Dr. Yxstian Gutierrez Mayor December 2020
Victoria Baca Mayor Pro Tem December 2020
Dr. Carla J. Thornton Councilmember December 2022
David Marquez Councilmember December 2020
Ulises Cabrera Councilmember December 2022
Other Information. Certain additional economic and demographic information regarding the City
of Moreno Valley is included in the certain remaining sections of this Appendix B. See below.
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Population
Population figures for the City of Desert Hot Springs, the City of Menifee, the City Moreno Valley,
the County and the State for the years 2016 through 2020 are shown in the following table.
CITY OF DESERT HOT SPRINGS, CITY OF MENIFEE, CITY OF MORENO VALLEY
RIVERSIDE COUNTY AND STATE OF CALIFORNIA
POPULATION ESTIMATES
Area 2016 2017 2018 2019 2020
City of Desert Hot Springs 28,692 28,937 29,525 29,683 29,660
City of Menifee 88,131 90,197 92,157 94,732 97,093
City of Moreno Valley 202,021 203,661 205,549 207,181 208,838
Riverside County 2,343,785 2,376,580 2,400,762 2,422,146 2,442,304
State of California 39,131,307 39,398,702 39,586,646 39,695,376 39,782,870
Source: State of California, Department of Finance, as of January 1.
Commercial Activity
City of Desert Hot Springs. A summary of historical taxable sales within the City of Desert Hot
Springs during the past five years in which data is available is shown in the following table. Total taxable
sales during the calendar year 2019 in the City of Desert Hot Springs were reported to be $162,808,000 a
6.09% increase over the total taxable sales of $153,456,000 reported during the calendar year 2018. Figures
for calendar year 2020 are not yet available.
CITY OF DESERT HOT SPRINGS
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Taxable transactions in thousands of dollars)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2015(1) 257 $117,006 390 $127,502
2016 272 114,147 405 125,456
2017 254 125,094 390 138,947
2018 246 142,557 420 153,456
2019 262 150,231 470 162,808
(1) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the
number of outlets that were active during the reporting period. Retailers that operate part-time are now tabulated with store retailers.
Source: State Department of Tax and Fee Administration.
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City of Menifee. A summary of historical taxable sales within the City of Menifee during the past
five years in which data is available is shown in the following table. Total taxable sales during the calendar
year 2019 in the City of Menifee were reported to be $775,320,000 a 4.47% increase over the total taxable
sales of $742,128,000 reported during the calendar year 2018. Figures for calendar year 2020 are not yet
available.
CITY OF MENIFEE
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Taxable transactions in thousands of dollars)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2015(1) 823 $518,584 1,251 $580,358
2016 872 553,479 1,342 628,923
2017 938 608,682 1,426 683,385
2018 971 647,231 1,484 742,128
2019 1,019 182,530 1,568 775,320
(1) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the
number of outlets that were active during the reporting period. Retailers that operate part-time are now tabulated with store retailers.
Source: State Department of Tax and Fee Administration.
City of Moreno Valley. A summary of historical taxable sales within the City of Moreno Valley
during the past five years in which data is available is shown in the following table. Total taxable sales
during the calendar year 2019 in the City of Moreno Valley were reported to be $1,853,127,000 a 3.56%
increase over the total taxable sales of $1,789,391,000 reported during the calendar year 2018. Figures for
calendar year 2020 are not yet available.
CITY OF MORENO VALLEY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Taxable transactions in thousands of dollars)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2015(1) 1,920 $1,366,324 2,629 $1,524,713
2016 2,063 1,393,342 2,823 1,571,730
2017 2,152 1,467,037 2,950 1,652,123
2018 2,228 1,609,248 3,103 1,789,391
2019 2,347 1,666,506 3,351 1,853,127
(1) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the
number of outlets that were active during the reporting period. Retailers that operate part-time are now tabulated with store retailers.
Source: State Department of Tax and Fee Administration.
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County of Riverside. A summary of historical taxable sales within the County during the past five
years in which data is available is shown in the following table. Total taxable sales during the calendar
year 2019 in the County were reported to be $40,557,845,000 a 4.20% increase over the total taxable
sales of $38,919,498,000 reported during the calendar year 2018. Figures for calendar year 2020 are not
yet available.
RIVERSIDE COUNTY
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Taxable transactions in thousands of dollars)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2015(1) 18,662 $23,281,724 56,846 $32,910,910
2016 38,445 24,022,136 57,771 34,231,144
2017 38,967 25,581,948 58,969 36,132,814
2018 39,577 28,042,692 61,433 38,919,498
2019 40,491 29,020,400 64,063 40,557,845
(1) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the
number of outlets that were active during the reporting period. Retailers that operate part-time are now tabulated with store retailers.
Source: State Department of Tax and Fee Administration.
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Industry and Employment
The unemployment rate in the Riverside-San Bernardino-Ontario Metropolitan Statistical Area
(“MSA”) was 14.7 percent in April 2020, and above the year-ago estimate of 3.5 percent. This compares
with an unadjusted unemployment rate of 15.9 percent for California and 13.0 percent for the nation during
the same period. The unemployment rate was 15.8 percent in Riverside County, and 13.9 percent in San
Bernardino County.
The following table presents the annual average distribution of persons in various wage and salary
employment categories for Riverside-San Bernardino-Ontario MSA for calendar years 2015 through 2019.
As a result of the COVID-19 pandemic, the unemployment rate in the County is anticipated to increase
above these levels and the increase may be significant.
RIVERSIDE-SAN BERNARDINO-ONTARIO MSA
(Riverside County)
Annual Average Labor Force
Employment by Industry
March 2019 Benchmark
2015 2016 2017 2018 2019
Civilian Labor Force (1) 1,956,900 1,984,900 2,022,100 2,047,500 2,071,800
Employment 1,828,200 1,866,600 1,918,600 1,959,400 1,988,600
Unemployment 128,600 118,300 103,600 88,100 83,200
Unemployment Rate 6.6% 6.0% 5.1% 4.3% 4.0%
Wage and Salary Employment: (2)
Agriculture 14,800 14,600 14,400 14,500 15,100
Mining and Logging 1,300 900 900 1,200 1,200
Construction 85,700 92,000 97,000 105,200 105,900
Manufacturing 96,100 98,600 98,700 101,100 101,200
Wholesale Trade 61,600 62,800 63,700 65,500 66,700
Retail Trade 174,300 178,000 182,100 181,200 181,300
Transportation, Warehousing and Utilities 97,400 107,300 120,200 132,900 142,800
Information 11,400 11,500 11,300 11,400 11,500
Finance and Insurance 26,900 26,700 26,200 24,600 24,000
Real Estate and Rental and Leasing 17,000 17,900 18,200 19,300 20,200
Professional and Business Services 147,400 145,000 147,200 151,400 155,500
Educational and Health Services 205,100 214,300 224,800 239,500 250,100
Leisure and Hospitality 151,700 160,200 165,700 170,600 175,200
Other Services 44,000 44,600 45,600 45,800 45,800
Federal Government 20,300 20,400 20,600 20,700 21,100
State Government 28,700 29,700 30,700 30,600 31,200
Local Government 184,400 192,200 198,600 205,900 208,200
Total, All Industries (3) 1,368,100 1,416,700 1,465,900 1,521,200 1,556,900
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers,
and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers,
and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
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Largest Employers
The largest manufacturing and non-manufacturing employers as of June 2020 in the County are
shown below, in alphabetical order.
RIVERSIDE COUNTY
Largest Employers
June 2020
Employer Name Location Industry
Abbott Vascular Inc Temecula Physicians & Surgeons Equip & Supls-Whls
Amazon Fulfillment Ctr Moreno Valley Mail Order Fulfillment Service
Collins Aerospace Riverside Aircraft Components-Manufacturers
Corona City Hall Corona Government Offices-City/Village & Twp
Corona Regional Medical Ctr Corona Hospitals
Department-Corrections-Rehab Norco Government Offices-State
Desert Regional Medical Ctr Palm Springs Hospitals
Eisenhower Medical Ctr Rancho Mirage Hospitals
Fantasy Springs Resort Casino Indio Casinos
J Ginger Masonry LP Riverside Masonry Contractors
Kleinfelder Construction Svc Riverside Engineers-Structural
La Quinta Golf Course La Quinta Golf Courses
Parkview Community Hosp Med Riverside Hospitals
Pechanga Resort & Casino Temecula Casinos
Riverside Community Hospital Riverside Hospitals
Riverside University Health Moreno Valley Hospitals
Southwest Healthcare System Murrieta Health Care Management
Spa Resort Casino Palm Springs Casinos
Starcrest of California Perris Internet & Catalog Shopping
Starcrest Products Perris E-Commerce
Sun World Intl LLC Coachella Fruits & Vegetables-Wholesale
Time Rack Corona Computer Software
Universal Protection Svc Palm Desert Security Control Equip & Systems-Mfrs
US Air Force Dept March Arb Military Bases
Wachter Inc Riverside Electric Contractors
Source: California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS)
Employer Database, 2020 1st Edition.
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Construction Activity
City of Desert Hot Springs. The following is a five-year summary of the valuation of building
permits issued in the City of Desert Hot Springs.
CITY OF DESERT HOT SPRINGS
Building Permit Valuation
(Valuation in Thousands of Dollars)
2015 2016 2017 2018 2019
Permit Valuation
New Single-family $510.1 $990.3 $9,225.0 $9,585.4 $5,095.6
New Multi-family 0 0 227.0 0.0 0.0
Res. Alterations/Additions 104.6 387.9 113.7 262.5 1,373.7
Total Residential 614.7 1,378.2 9,565.7 9,847.9 6,469.3
New Commercial 0.0 44.4 50.0 7,000.0 9,741.4
New Industrial 0.0 0.0 7,591.8 14,934.9 4,699.4
New Other 168.0 1,374.6 1,442.1 2,446.4 1,285.8
Com. Alterations/Additions 0.0 0.0 3,149.6 2,181.8 12,088.3
Total Nonresidential 168.0 1,419.0 12,683.5 26,563.1 27,814.9
New Dwelling Units
Single Family 4 6 39 44 21
Multiple Family 0 0 2 0 0
TOTAL 4 6 41 44 21
Source: Construction Industry Research Board, Building Permit Summary.
City of Menifee. The following is a five-year summary of the valuation of building permits issued
in the City of Menifee
CITY OF MENIFEE
Building Permit Valuation
(Valuation in Thousands of Dollars)
2015 2016 2017 2018 2019
Permit Valuation
New Single-family $129,002.5 $175,663.2 $215,729.8 $293,565.2 $288,570.7
New Multi-family 0.0 0.0 0.0 0.0 44,565.5
Res. Alterations/Additions 8,781.0 8,169.5 4,538.8 2,849.5 10,147.5
Total Residential 137,783.5 183,832.7 220,268.6 296,414.70 343,283.7
New Commercial 15,467.5 22,471.4 9,652.3 19,442.6 5,710.7
New Industrial 1,170.2 0.0 0.0 0.0 0.0
New Other 12,619.9 11,921.9 5,515.3 13,465.7 11,536.7
Com. Alterations/Additions 3,905.9 10,272.6 2,564.4 6,083.8 11,908.2
Total Nonresidential 33,163.5 44,665.9 17,732.0 38,992.1 29,155.6
New Dwelling Units
Single Family 404 564 714 967 922
Multiple Family 0 0 0 0 330
TOTAL 404 564 714 967 1252
Source: Construction Industry Research Board, Building Permit Summary.
City of Moreno Valley. The following is a five-year summary of the valuation of building permits
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issued in the City of Moreno Valley.
CITY OF MORENO VALLEY
Building Permit Valuation
(Valuation in Thousands of Dollars)
2015 2016 2017 2018 2019
Permit Valuation
New Single-family $43,763.2 $37,859.0 $149,455.1 $258,013.1 $79,983.1
New Multi-family 0.0 12,924.8 1,846.4 64,145.9 2,850.9
Res. Alterations/Additions 3,22.8 2,257.1 345.1 0.0 714.5
Total Residential 43,763.2 53,040.9 151,646.6 322,159.0 83,548.5
New Commercial 10,367.0 20,938.4 85,582.7 241,156.9 1,301.6
New Industrial 48,912.0 0.0 183,190.9 191,582.5 426,391.5
New Other 4,969.2 8,513.1 8,766.9 0.0 0.0
Com. Alterations/Additions 36,941.3 13,243.2 954.4 1,200.0 0.0
Total Nonresidential 101,189.5 42,694.7 278,494.9 433,939.4 427,693.1
New Dwelling Units
Single Family 133 100 451 854 315
Multiple Family 0 112 16 372 14
TOTAL 133 212 467 1226 329
Source: Construction Industry Research Board, Building Permit Summary.
County of Riverside. The following is a five-year summary of the valuation of building permits
issued in the County.
RIVERSIDE COUNTY
Building Permit Valuation
(Valuation in Thousands of Dollars)
2015 2016 2017 2018 2019
Permit Valuation
New Single-family $1,313,084.2 $1,526,767.9 $1,670,541.7 $2,200,020.7 $1,834,821.9
New Multi-family 110,458.4 106,291.8 109,309.0 232,706.8 282,465.1
Res. Alterations/Additions 113,200.0 126,475.0 123,566.8 125,353.5 158,118.0
Total Residential 1,536,742.5 1,759,534.6 1,903,417.4 2,588,080.9 2,275,405.0
New Commercial 211,785.1 583,023.6 555,352.6 956,131.6 346,766.8
New Industrial 180,521.4 59,439.2 410,275.4 529,326.4 493,872.3
New Other 204,554.2 583,002.8 104,351.4 149,451.5 145,129.9
Com. Alterations/Additions 314,604.2 371,216.4 363,711.4 315,771.0 300,086.8
Total Nonresidential 911,464.9 1,596,682.0 1,433,690.8 1,950,860.5 1,285,855.8
New Dwelling Units
Single Family 5,007 5,662 6,265 7,540 6,563
Multiple Family 1,189 1,039 1,070 1,628 1,798
TOTAL 6,196 6,701 7,335 9,168 8,361
Source: Construction Industry Research Board, Building Permit Summary.
Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax payments,
a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages
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and salaries, other labor-related income (such as employer contributions to private pension funds),
proprietor's income, rental income (which includes imputed rental income of owner-occupants of non-farm
dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such
as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local),
nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to
U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The
following table summarizes the total effective buying income for The City of Desert Hot Springs, the City
of Menifee, the City of Moreno Valley, Riverside County, the State and the United States for 2016 through
2020.
CITY OF DESERT HOT SPRINGS, CITY OF MENIFEE, CITY OF MORENO VALLEY
RIVERSIDE COUNTY AND STATE OF CALIFORNIA
Effective Buying Income
2016 through 2020
Year
Area
Total Effective Buying
Income
(000’s Omitted)
Median Household Effective
Buying Income
2016 Desert Hot Springs $363,651 $31,557
Menifee 1,761,155 48,466
Moreno Valley 3,079,685 47,668
Riverside County 47,509,909 50,287
California 1,036,142,723 55,681
United States 8,132,748,136 48,043
2017 Desert Hot Springs $379,690 $32,312
Menifee 1,860,914 50,587
Moreno Valley 3,159,028 48,149
Riverside County 51,784,973 54,014
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2018 Desert Hot Springs $379,690 $32,312
Menifee 2,009,302 53,328
Moreno Valley 3,360,376 51,122
Riverside County 51,784,973 54,014
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2019 Desert Hot Springs $405,868 $33,400
Menifee 2,157,067 55,119
Moreno Valley 3,526,584 53,391
Riverside County 54,118,453 55,565
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 Desert Hot Springs $424,416 $34,291
Menifee 2,46,351 60,917
Moreno Valley 3,867,038 58,398
Riverside County 59,340,417 59,928
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
Source: The Nielsen Company (US), Inc for years 2016 through 2018; Claritas, LLC for 2019 and 2020.
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APPENDIX C
PROPOSED FORMS OF SPECIAL COUNSEL OPINIONS
Upon execution and delivery of the Certificates, Orrick, Herrington & Sutcliffe LLP, Special
Counsel to the Local Agencies, proposes to render their final approving opinions with respect thereto in
substantially the following forms:
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APPENDIX D
FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT
Upon execution and delivery of the Certificates, each of the Local Agencies propose to enter into a
Continuing Disclosure Agreement in substantially the following form:
This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by
and between the City of ______________ (the “Reporting Local Agency”) and ____________, in its
capacity as dissemination agent (the “Dissemination Agent”), in connection with the execution and delivery
of the California Statewide Communities Development Authority Transportation Revenue (Installment
Sale) Certificates of Participation, Series 2020 (Federally Taxable) (T.R.I.P. – Total Road Improvement
Program), in an aggregate principal amount of $____________ (the “Certificates”). The Certificates are
being executed and delivered Wilmington Trust, N.A., as trustee (the “Trustee”), pursuant to the provisions
of that certain Trust Agreement, dated as of ___________ 1, 2020 (the “Trust Agreement”), by and among
the California Statewide Communities Development Authority (the “Authority”), the Trustee, and the
Reporting Local Agency, in order to provide funds to finance the acquisition, construction, and
improvement of certain public improvements within the jurisdiction of the Reporting Local Agency. The
Reporting Local Agency and the Dissemination Agent hereby certify, covenant, and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the parties hereto for the benefit of the holders and beneficial owners of the
Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5)
promulgated under the Securities and Exchange Act of 1934.
Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement and in
the 2020 Installment Sale Agreement, dated as of ___________ 1, 2020 (the “2020 Installment Sale
Agreement”), by and between the Authority and the Reporting Local Agency, which apply to any
capitalized terms used in this Disclosure Agreement, unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Reporting Local Agency pursuant
to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
“Annual Report Date” shall mean the date in each year that is nine (9) months after the end of the
Reporting Local Agency’s fiscal year, the end of which, as of the date of this Disclosure Agreement, is June
30.
“Dissemination Agent” shall mean, initially, ___________, acting in its capacity as Dissemination
Agent hereunder, or any successor Dissemination Agent that is so designated in writing by the Reporting
Local Agency and has filed with the then-current Dissemination Agent a written acceptance of such
designation.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“Official Statement” means the Official Statement dated ___________, 2020, relating to the
Certificates.
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“Participating Underwriter” shall mean Stifel, Nicolaus & Company, Incorporated, the original
underwriter of the Certificates required to comply with the Rule in connection with offering of the
Certificates.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of
1934, as the same may be amended from time to time.
“SEC” shall mean the Securities and Exchange Commission.
Section 3. Provision of Annual Reports.
(a) The Reporting Local Agency shall, or shall cause the Dissemination Agent to, not later
than the Annual Report Date, commencing March 31, 2021 with the Annual Report for fiscal year 2019-
20, provide to the MSRB an Annual Report that is consistent with the requirements of Section 4 of this
Disclosure Agreement. Not later than 15 calendar days prior to such date, the Reporting Local Agency shall
provide its Annual Report to the Dissemination Agent, if such Dissemination Agent is a different entity
than the Reporting Local Agency. The Annual Report must be submitted in an electronic format as
prescribed by the MSRB, accompanied by such identifying information as is prescribed by the MSRB, and
may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided
that any audited financial statements of the Reporting Local Agency may be submitted separately from the
balance of the Annual Report, and not later than the date required above for the filings of the Annual Report.
If the Reporting Local Agency’s fiscal year changes, it shall give notice of such change in the same manner
as for a Listed Event under Section 5(c). The Reporting Local Agency shall provide a written certification
with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report
constitutes the Annual Report required to be furnished hereunder. The Dissemination Agent may
conclusively rely upon such certification of the Reporting Local Agency and shall have no duty or
obligation to review such Annual Report.
(b) If the Reporting Local Agency is unable to provide to the MSRB an Annual Report by the
date required in subsection (a), the Reporting Local Agency in a timely manner shall send to the MSRB a
notice in the form prescribed by the MSRB. Such notice must be submitted in an electronic format as
prescribed by the MSRB, accompanied by such identifying information as prescribed by the MSRB.
(c) The Dissemination Agent shall:
1. provide any Annual Report received by it to the MSRB by the date required in
subsection (a);
2. file a report with the Reporting Local Agency and the Trustee (if the Dissemination
Agent is other than the Trustee) certifying that the Annual Report has been
provided to the MSRB pursuant to this Disclosure Agreement and stating the date
it was provided; and
3. take any other actions mutually agreed upon between the Dissemination Agent and
the Reporting Local Agency.
Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by
reference the following:
(a) Audited financial statements of the Reporting Local Agency, which include information
regarding the funds and accounts of the Reporting Local Agency, if any, prepared in accordance with
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generally accepted accounting principles as promulgated to apply to governmental entities from time to
time by the Governmental Accounting Standards Board. If such audited financial statements are not
available at the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report
shall contain unaudited financial statements, and the audited financial statements shall be filed in the same
manner as the Annual Report when they become available.
(b) The following information with respect to the Reporting Local Agency and the Certificates
for the fiscal year to which the Annual Report relates, which information may be provided by its inclusion
in the audited financial statements of the Reporting Local Agency for such fiscal year described in
subsection (a) above:
1. Principal amount of the Certificates outstanding (including principal amount and
years of maturity of Certificates, if any, called for prepayment in advance of
maturity) and any bonds or certificates of participation issued or executed and
delivered, as applicable, to refund the same.
2. Balance in the funds and accounts established under the Trust Agreement or the
2020 Installment Sale Agreement.
3. If the amount on deposit in the Reserve Subaccount is not equal to the Reserve
Fund Requirement, the amount of the delinquency or surplus, as applicable.
4. A description of the status of construction of the Reporting Local Agency’s Project,
including (i) a description of any land use entitlements acquired or amended with
respect to any portion of the Project during the period covered by the Annual
Report, and (ii) any previously undisclosed legislative, administrative, or judicial
challenges to the development of the Project, if material.
5. Updated information set forth in the applicable table of the Official Statement
entitled “Measure A Revenues Historically Allocated to [Reporting Local
Agency].”
6. Any material changes to the Reporting Local Agency’s allocation of Measure A
Receipts or with respect to its expectations with regard to the anticipated or
projected Measure A Receipts.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Reporting Local Agency or related public entities, that
are available to the public on the MSRB’s Internet website or filed with the SEC. If the document included
by reference is a final official statement, it must be available from the MSRB. The Reporting Local Agency
shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Reporting Local Agency shall give, or
cause to be given, not in excess of ten business days after the occurrence of any of the following events,
notice of the occurrence of such event with respect to the Certificates:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
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3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the security, or other material
events affecting the tax status of the security.
7. Modifications to rights of security holders, if material.
8. Certificate calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution, or sale of property securing repayments of the securities, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership, or similar event of the Reporting Local
Agency [this Listed Event is considered to occur when any of the following occur: the appointment
of a receiver, fiscal agent, or similar officer for the Reporting Local Agency in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of
the Reporting Local Agency, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders of
a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the Reporting Local Agency].
13. Consummation of a merger, consolidation, or acquisition involving the Reporting
Local Agency or the sale of all or substantially all of the assets of the Reporting Local Agency,
other than in the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material.
14. Appointment of a successor or additional trustee or the change of the name of a
trustee, if material.
15. Incurrence of a financial obligation of the Reporting Local Agency if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the Reporting Local Agency, any of which affect security holders, if
material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a financial obligation of the Reporting Local Agency, any of
which reflect financial difficulties.
(b) Upon and after the occurrence of a Listed Event listed under subsection (a)(2), (a)(7), (a)(8)
(if the event is certificate call), (a)(10), (a)(13), (a)(14) or (a)(15) above, the Reporting Local Agency shall
as soon as possible determine if such event would be material under applicable federal securities laws. If
the Reporting Local Agency determines that knowledge of the occurrence of such Listed Event would be
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material under applicable federal securities laws, the Reporting Local Agency shall file a notice of such
occurrence with the MSRB, with a copy to the Trustee, and the Participating Underwriter, within ten
business days after the occurrence of such Listed Event. Such notice must be submitted in an electronic
format as prescribed by the MSRB, accompanied by such identifying information as prescribed by the
MSRB.
(c) Within ten business days after the occurrence of any Listed Event (other than a Listed
Event listed under subsection (a)(2), (a)(7), (a)(8), (a)(10), (a)(13), (a)(14) above and (a)(16)), the Reporting
Local Agency shall file a notice of such occurrence with the MSRB, with a copy to the Trustee, and the
Participating Underwriter. Such notice must be submitted in an electronic format as prescribed by the
MSRB, accompanied by such identifying information as prescribed by the MSRB.
(d) For purposes of Listed Events (a)(15) and (a)(16), “financial obligation” means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of
payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial
obligation shall not include municipal securities as to which a final official statement has been provided to
the Municipal Securities Rulemaking Board consistent with the Rule.
Section 6. Termination of Reporting Obligation. The obligations of the Reporting Local
Agency and the Dissemination Agent specified in this Disclosure Agreement shall terminate upon the legal
defeasance, prior prepayment, or payment in full of all of the Certificates. If such termination occurs prior
to the final maturity of the Certificates, the Reporting Local Agency shall give notice of such termination
in the same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent. The Reporting Local Agency may from time to time appoint
or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement,
and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. If at any time there is not any other designated Dissemination Agent, the Reporting Local Agency
shall act as Dissemination Agent. The initial Dissemination Agent shall be ____________.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the Reporting Local Agency may amend this Disclosure Agreement, and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to annual or event information to be provided hereunder,
it may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature, or status of the Reporting Local Agency or
type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of
nationally recognized bond counsel have complied with the requirements of the Rule at the time of the
primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule,
as well as any change in circumstances; and
(c) the proposed amendment or waiver (i) is approved by holders of the Certificates in the
manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of
holders, or (ii) does not, in the opinion of the Reporting Local Agency or nationally recognized bond
counsel, materially impair the interest of Certificates owners.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the annual financial information containing the amended operating data
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or financial information shall explain, in narrative form, the reasons for the amendment and the impact of
the change in the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in
preparing financial statements, the annual financial information for the year in which the change is made
shall present a comparison between the financial statements or information prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. The comparison
shall include a qualitative discussion of the differences in the accounting principles and the impact of the
change in the accounting principles on the presentation of the financial information, in order to provide
information to investors to enable them to evaluate the ability of the Reporting Local Agency to meet its
obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change
in the accounting principles shall be sent to the MSRB.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the Reporting Local Agency from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Agreement. If the Reporting Local Agency chooses to include any
information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is
specifically required by this Disclosure Agreement, the Reporting Local Agency shall have no obligation
under this Disclosure Agreement to update such information or include it in any future Annual Report or
notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Reporting Local Agency to comply with
any provisions of this Disclosure Agreement any Participating Underwriter or any holder or beneficial
owner of the Certificates, or the Trustee on behalf of the holders of the Certificates, may take such actions
as may be necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the Reporting Local Agency to comply with its obligations under this Disclosure Agreement. A
default under this Disclosure Agreement shall not be deemed a default under the Trust Agreement, and the
sole remedy under this Disclosure Agreement in the event of any failure of the Reporting Local Agency to
comply with this Disclosure Agreement shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the
Reporting Local Agency agrees to indemnify and save the Dissemination Agent, its officers, directors,
employees and agents, harmless against any loss, expense and liabilities that it may incur arising out of or
in the exercise or performance of its duties as described hereunder, if any, including the costs and expenses
(including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent’s negligence or willful misconduct. The obligations of the Reporting Local Agency
under this Section shall survive resignation or removal of the Dissemination Agent and payment of the
Certificates. The Dissemination Agent shall not be responsible in any manner for the format or content of
any notice or Annual Report prepared by the Reporting Local Agency pursuant to this Disclosure
Agreement. The Reporting Local Agency shall pay the reasonable fees and expenses of the Dissemination
Agent for its duties as described hereunder.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
Reporting Local Agency, the Dissemination Agent, the Trustee, the Participating Underwriter and holders
and beneficial owners from time to time of the Certificates, and shall create no rights in any other person
or entity.
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Section 13. Counterparts. This Disclosure Agreement may be executed in multiple
counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed
to be an original.
Date: [Closing Date]
CITY OF _______________
By:
Authorized Signatory
______________,
as Dissemination Agent
By:
Authorized Signatory
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APPENDIX E
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
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APPENDIX F
CITY OF DESERT HOT SPRINGS
BASIC FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2019
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APPENDIX G
CITY OF MENIFEE
COMPREHENSIVE ANNUAL FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 2019
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APPENDIX H
CITY OF MORENO VALLEY
COMPREHENSIVE ANNUAL FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 2019
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OH&S 8/13/20 Draft
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FIRST SUPPLEMENT TO 2012 INSTALLMENT SALE AGREEMENT
by and between the
CITY OF MENIFEE
as Purchaser
and the
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY,
as Seller
Supplementing that 2012 Installment Sale Agreement dated as of May 1, 2012
for the
CALIFORNIA COMMUNITIES
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020__
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Dated as of ______ 1, 2020
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TABLE OF CONTENTS
Page
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ARTICLE IX DEFINITIONS ............................................................................................................ 2
Section 9.01. Amendment of Certain Defined Terms in Section 1.01 of the 2012
Installment Sale Agreement ........................................................................................ 2
Section 9.02. Terms defined in the Trust Agreement ........................................................................ 3
ARTICLE X 2020 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE .................. 3
Section 10.01. Amendment of Section 3.01 of the 2012 Installment Sale Agreement ....................... 3
Section 10.02. Amendment of Section 3.02 of the 2012 Installment Sale Agreement ....................... 4
Section 10.03. Amendment of Section 3.03 of the 2012 Installment Sale Agreement ....................... 6
ARTICLE XI MISCELLANEOUS .................................................................................................... 7
Section 11.01. Effect of First Supplement to 2012 Installment Sale Agreement ................................ 7
Section 11.02. Liability of Local Agency Limited to Revenues ......................................................... 7
Section 11.03. California Law ............................................................................................................. 7
Section 11.04. Effective Date .............................................................................................................. 7
Section 11.05. Execution in Counterparts ........................................................................................... 7
EXHIBIT C – 2020 INSTALLMENT SALE PAYMENTS SCHEDULE .............................................. C-1
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FIRST SUPPLEMENT TO 2012 INSTALLMENT SALE AGREEMENT
This FIRST SUPPLEMENT TO 2012 INSTALLMENT SALE AGREEMENT (the “First
Supplement to Installment Sale Agreement”), dated as of ______ 1, 2020, by and between the CITY OF
MENIFEE, a municipal corporation organized and existing under the Constitution of the State of California
(the “Local Agency”), and the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT
AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the
laws of the State of California (the “Authority”),
W I T N E S S E T H:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating
pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California;
WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State
of California authorizes and empowers the Authority to cause certificates of participation to be executed
and delivered to assist local agencies in financing and refinancing projects and programs consisting of
certain public improvements or working capital or liability and other insurance needs whenever a local
agency determines that there are significant public benefits from so doing;
WHEREAS, the Local Agency has determined that refinancing the design, acquisition and
construction of certain roadway improvements and street resurfacing, as hereinafter described (the
“Project”) is necessary and proper for Local Agency purposes and uses, and under the terms of applicable
law, the payment for such Project may be made from Gas Tax Revenues and Measure A Receipts, as those
terms are hereinafter defined, and is for the common benefit of the Local Agency as a whole;
WHEREAS, the Local Agency has entered into that 2012 Installment Sale Agreement (the
“Original Installment Sale Agreement”), dated as of May 1, 2012, between the Local Agency, as Purchaser
and the Authority, as Seller
WHEREAS, in order to achieve a lower net interest cost and lower costs of issuance in connection
with financing the Project, the Local Agency has determined to participate with certain other local agencies
in the California Communities T.R.I.P. – Total Road Improvement Program (the “Program”) established
by the Authority to refinance projects, such as the Project;
WHEREAS, the Original Installment Sale Agreement permits the execution and delivery of an
amendment or supplement in accordance therewith and with the terms of Section 4.02 of the Original Trust
Agreement (as defined below);
WHEREAS, the Local Agency has determined to make installment sale payments as hereinafter
described to the Authority for the repayment of the costs of the design, acquisition and construction of the
Project and the incidental costs and expenses related thereto paid by the Authority; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have
been performed precedent to and in connection with the execution and delivery of the First Supplement to
Installment Sale Agreement do exist, have happened and have been performed in regular and due time,
form and manner as required by law, and the parties hereto are now duly authorized to execute and enter
into the First Supplement to Installment Sale Agreement;
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NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL
AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE
CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
ARTICLE IX
DEFINITIONS
Section 9.01. Amendment of Certain Defined Terms in Section 1.01 of the 2012
Installment Sale Agreement. Section 1.01 of the 2012 Installment Sale Agreement is amended and
supplemented to include the revised definitions set forth below as amendments to the terms set forth in
Section 1.01 of the 2012 Installment Sale Agreement, and to include the additional terms appearing below
but not set forth in Section 1.01 of the 2012 Installment Sale Agreement. Unless the context otherwise
requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Installment
Sale Agreement and of any certificate, opinion, request or other document herein or therein mentioned have
the meanings herein specified:“Certificates” means the California Communities Transportation Revenue
(Installment Sale) Certificates of Participation, Series 2012B (T.R.I.P. – Total Road Improvement
Program), executed and delivered in accordance with the Trust Agreement and after the Effective Date
means the California Statewide Communities Development Authority Transportation Revenue (Installment
Sale) Certificates of Participation, Series 2020__ (T.R.I.P. – Total Road Improvement Program).
“First Supplement to Installment Sale Agreement” means this First Supplement to 2012 Installment
Sale Agreement, dated as of ______ 1, 2020, between the Local Agency, as Purchaser and the Authority,
as Seller, executed pursuant to the provisions of the Original Installment Sale Agreement.
“First Supplement to Trust Agreement” means the First Supplement to Trust Agreement, dated as
of ______ 1, 2020, between the Local Agency, as Purchaser and the Authority, as Seller, executed pursuant
to the provisions of the Original Trust Agreement.
“Interest Payment Date” means a date on which interest evidenced and represented by the
Certificates is due and payable, being June 1 and December 1 of each year, commencing June 1, 2012.
“Original Installment Sale Agreement” means that 2012 Installment Sale Agreement, dated as of
May 1, 2012, between the Local Agency, as Purchaser and the Authority, as Seller, as originally executed
and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements
executed pursuant to the provisions hereof.
“Original Trust Agreement” means that Trust Agreement, dated as of May 1, 2012, between the
Authority and the Trustee, as originally executed and as it may from time to time be amended or
supplemented by all Supplemental Trust Agreements executed pursuant to the provisions thereof.
“Purchase Price” following the Effective Date, means the total of all 2020 Installment Sale
Payments owed by the Local Agency to the Authority under the conditions and terms hereof for the
repayment of the costs of the design, acquisition and construction of the Project and the incidental costs
and expenses related thereto paid by the Authority, as amended by this First Supplement to Installment Sale
Agreement.
“2012 Installment Sale Agreement” means the Original Installment Sale Agreement as amended
and supplemented by this First Supplement to Installment Sale Agreement, as originally executed and as it
may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust
Agreement.
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“2012 Installment Sale Payments” means the Installment Sale Payments scheduled to be paid by
the Local Agency under and pursuant to the 2012 Installment Sale Agreement. Following the Effective
Date of this First Supplement to Installment Sale Agreement, the term 2012 Installment Sale Payments shall
mean the Installment Sale Payments scheduled to be paid by the Local Agency in the Installment Sale
Payments Schedule set forth in Exhibit C attached hereto.
“2020 Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated
______ __, 2020, by and between the Local Agency and the Trustee, in its capacity as Trustee and as
Dissemination Agent, as originally executed and as it may from time to time be amended or supplemented
in accordance with its terms.
“2020 Installment Sale Payments” means the Installment Sale Payments scheduled to be paid by
the Local Agency under and pursuant to this First Supplement to Installment Sale Agreement. Following
the Effective Date of this First Supplement to Installment Sale Agreement, the term 2012 Installment Sale
Payments shall mean the Installment Sale Payments scheduled to be paid by the Local Agency in the
Installment Sale Payments Schedule set forth in Exhibit C attached hereto.
“Trust Agreement” means the Original Trust Agreement as amended and supplemented by the First
Supplement to Trust Agreement, as originally executed and as it may from time to time be amended or
supplemented by all Supplemental Trust Agreements executed pursuant to the provisions thereof.
“Trustee” means [Wells Fargo Bank, National Association], with its corporate trust office in Los
Angeles, California, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its
successors and assigns as provided in the Trust Agreement.
Section 9.02. Terms defined in the Trust Agreement. Capitalized terms not otherwise
defined herein have the meanings set forth in the Trust Agreement.
ARTICLE X
2020 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE
Section 10.01. Amendment of Section 3.01 of the 2012 Installment Sale Agreement.
Section 3.01 of the 2012 Installment Sale Agreement is amended and supplemented as set forth below:
Section 3.01 Purchase Price and Administration Fee.
(a) The Purchase Price to be paid by the Local Agency to the Authority hereunder is
the sum of the principal amount of the Local Agency’s obligation hereunder plus the interest to
accrue on the unpaid balance of such principal amount from the date hereof over the term hereof,
subject to prepayment as provided in Section 3.03.
(b) The principal amount of the Purchase Price to be paid by the Local Agency to the
Authority was initially $20,000,000.00 and as of the Effective Date is $________.
(c) The interest to accrue on the unpaid balance of such principal amount shall be paid
by the Local Agency as and shall constitute interest paid on the principal amount of the Local
Agency’s Purchase Price obligation hereunder.
(d) Interest on the unpaid balance of the principal amount of the Purchase Price shall
accrue, from the date of the initial execution and delivery of the Certificates on _________, and
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shall continue to accrue on the principal component of each 2020 Installment Sale Payment at the
following rates calculated on the basis of a 360-day year comprised of twelve 30-day months:
Principal Component
Due Date (June 1)
Principal
Amount
Interest
Rate
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
(e) In addition, the Local Agency shall pay the Administration Fee for the
administrative cost of the Project and the Program.
Section 10.02. Amendment of Section 3.02 of the 2012 Installment Sale Agreement.
Section 3.02 of the 2012 Installment Sale Agreement is amended and supplemented as set forth below:
Section 3.02 Payment of 2020 Installment Sale Payments and Administration Fee.
The Local Agency shall, subject to prepayment as provided in Section 12.03, pay the Authority or
the Trustee, as appropriate, (i) the Purchase Price, without offset or deduction of any kind, by
paying the principal installments of the 2020 Installment Sale Payments, which principal
installments shall be due annually on each Certificate Payment Date, (ii) the interest installments
of the 2020 Installment Sale Payments, which interest installments shall be due semiannually on
each Interest Payment Date and (iii) the Administration Fee which shall be due annually on each
Certificate Payment Date. The 2020 Installment Sale Payments Schedule is set forth in Exhibit C
attached hereto. Each 2020 Installment Sale Payment and the Administration Fee shall be payable
on and shall be required to be deposited with the Trustee on or before the fifteenth day of the
calendar month immediately preceding its due date.
The obligation of the Local Agency to pay the Purchase Price by paying the 2020
Installment Sale Payments and the Administration Fee is, subject to Section 8.01, absolute and
unconditional, and until such time as the 2020 Installment Sale Payments shall have been paid in
full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the Local
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Agency will not discontinue or suspend any 2020 Installment Sale Payments or Administration Fee
required to be paid by it under this Section when due, whether or not the Project or any part thereof
is complete, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in
part, and such payments shall not be subject to reduction whether by offset or otherwise and shall
not be conditional upon the performance or nonperformance by any party to any agreement for any
cause whatsoever.
In order to carry out and effectuate the obligation of the Local Agency contained herein to
pay the Purchase Price by paying the 2020 Installment Sale Payments and the Administration Fee,
the Local Agency established the “City of Menifee Pledged Tax Fund” (the “Pledged Tax Fund”
and within the Pledged Tax Fund, the “Gas Tax Account” and the “Measure A Receipts Account,”
which fund and accounts therein the Local Agency agrees and covenants to maintain so long as any
2020 Installment Sale Payments remain unpaid, and all money on deposit therein shall be applied
and used only as provided herein. The Local Agency agrees and covenants that (i) all Gas Tax
Revenues received by it shall be deposited when and as received in the Local Agency’s Gas Tax
Account and (ii) all Measure A Receipts received by it shall be deposited when and as received in
the Measure A Receipts Account.
All of the Revenues and all money in the Pledged Tax Fund and in the funds or accounts
so specified and provided for in this 2020 Installment Sale Agreement, are hereby irrevocably
pledged to the punctual payment of the 2020 Installment Sale Payments and the Administration
Fee, and the Revenues and such other money shall not be used for any other purpose while any of
the 2020 Installment Sale Payments remain outstanding; subject to the provisions of this 2020
Installment Sale Agreement permitting application thereof for the purposes and on the terms and
conditions set forth herein. This pledge shall constitute a first lien on the Revenues and such other
money for the payment of the 2020 Installment Sale Payments and the Administration Fee in
accordance with the terms thereof.
Notwithstanding the foregoing, the Local Agency may satisfy its obligation to deposit 2020
Installment Sale Payments with the Trustee by depositing Other Available Revenues with the
Trustee, and if and when so deposited, shall be irrevocably pledged to the payment of 2020
Installment Sale Payments.
All money on deposit in the Pledged Tax Fund shall be set aside and deposited by the Local
Agency in the various funds and accounts within the Revenue Fund at the following times in the
following order of priority:
(a) Interest and Principal Fund Deposits. On or before the 15th day preceding each
Interest Payment Date, the Local Agency shall, from the money in the Pledged Tax Fund, transfer
to the Trustee for deposit in the Local Agency’s Interest Payment Account in the Interest Fund
within the Revenue Fund established under the Trust Agreement (the “Interest Payment Account”),
a sum equal to the interest becoming due and payable hereunder on the next succeeding Interest
Payment Date, except that no such deposit need be made if the Trustee then holds money in the
Interest Payment Account equal to the amount of interest becoming due and payable hereunder on
the next succeeding Interest Payment Date; and on or before the 15th day preceding each Certificate
Payment Date, the Local Agency shall, from the money in the Pledged Tax Fund, transfer to the
Trustee for deposit in the Principal Payment Account in the Principal Fund within the Revenue
Fund established under the Trust Agreement (the “Principal Payment Account”), a sum equal to
the principal becoming due and payable hereunder on the next succeeding 2020 Installment Sale
Payment Date, except that no such deposit need be made if the Trustee then holds money in the
Principal Payment Account equal to the amount of Principal becoming due and payable hereunder
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on the next succeeding 2020 Installment Sale Payment Date; and all money on deposit in the
Interest Payment Account and the Principal Payment Account shall be used to make and satisfy the
2020 Installment Sale Payments due on each date and such payments shall be deposited by the
Trustee to the Interest Account or the Principal Account, as the case may be, as defined in, created
under and in accordance with the terms of, the Trust Agreement.
(b) Reserve Fund Deposit. On or before the 15th day of each month, the Local Agency
shall, from the money in the Pledged Tax Fund, transfer to the Trustee for deposit in the Local
Agency’s Subaccount in the Reserve Fund (the “the Reserve Subaccount”) in the Reserve Fund
within the Revenue Fund that sum, if any, necessary to restore the Reserve Subaccount to an amount
equal to the Reserve Fund Requirement, all in accordance with and subject to the terms and
conditions of Section 4.03 of the Trust Agreement. All money in the Reserve Subaccount shall be
used and withdrawn by the Trustee for the purposes specified in Section 4.03 of the Trust
Agreement.
(c) Administration Fund Deposit. On or before the 15th day preceding each
Certificate Payment Date, the Local Agency shall, from the remaining money on deposit in the
Pledged Tax Fund, transfer to the Trustee for deposit in the Local Agency’s Administration
Subaccount in the Administration Fund within the Revenue Fund established under the Trust
Agreement (the “Administration Subaccount”), a sum equal to the Administration Fee becoming
due and payable hereunder on the next Certificate Payment Date, and all money on deposit in the
Administration Subaccount shall be used to pay the Administration Fee due on such Certificate
Payment Date, in accordance with the terms of the Trust Agreement.
Notwithstanding the foregoing, provided all transfers required by subparagraphs (b) and
(c) above have been made, on any Business Day moneys on deposit in the Pledged Tax Fund in
excess of the sum of (i) interest becoming due and payable hereunder on the next succeeding
Interest Payment Date (less amounts then held by the Trustee in the Interest Payment Account) and
(ii) the Pro Rata Share of Principal (less amounts then held by the Trustee in the Principal Payment
Account) may be expended by the Local Agency at any time for any purpose permitted by law.
Section 10.03. Amendment of Section 3.03 of the 2012 Installment Sale Agreement.
Section 3.03 of the 2012 Installment Sale Agreement is amended and supplemented to add a second
paragraph following thereto as set forth below:
Section 3.03 Prepayment of 2020 Installment Sale Payments. The Local Agency
may prepay from any source of available funds as a whole or in part on any date, on or after June 1,
20__, all or any part of the principal amount of the unpaid 2020 Installment Sale Payments
becoming due on or after June 1, 20__, in such order of prepayment as the Local Agency may
determine upon written direction to the Authority and the Trustee (or, if the Local Agency fails to
designate the order of prepayment, on a proportionate basis among the 2020 Installment Sale
Payments and by lot within an Installment Payment Date), at a prepayment price equal to the
principal amount prepaid, plus accrued interest to the date of prepayment. Before making any
prepayment pursuant to this section, the Local Agency shall give written notice to the Authority
and the Trustee describing such event and specifying the date on which the prepayment will be paid
and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60)
days from the date such notice is given.
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ARTICLE XI
MISCELLANEOUS
Section 11.01. Effect of First Supplement to 2012 Installment Sale Agreement. This First
Supplement to Installment Sale Agreement and all of the terms and provisions herein contained shall form
part of the Original Trust Agreement as fully and with the same effect as if all such terms and provisions
had been set forth in the Original Trust Agreement. The Original Trust Agreement is hereby ratified and
confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof,
as heretofore amended and supplemented, and as amended and supplemented hereby. If there shall be any
conflict between the terms of this First Supplement to Installment Sale Agreement and the terms of the
Original Trust Agreement (as in effect on the day prior to the Effective Date of this First Supplement to
Installment Sale Agreement), the terms of this First Supplement to Installment Sale Agreement shall
prevail.
Section 11.02. Liability of Local Agency Limited to Revenues. Notwithstanding anything
contained herein, the Local Agency shall not be required to advance any moneys derived from any source
of income other than the Revenues for the payment of the 2020 Installment Sale Payments or for the
performance of any agreements or covenants required to be performed by it contained herein.
The obligation of the Local Agency to make the 2020 Installment Sale Payments is a special
obligation of the Local Agency payable solely from the Revenues as provided herein, and does not
constitute a debt of the Local Agency or of the State of California or of any political subdivision thereof
within the meaning of any constitutional or statutory debt limitation or restriction.
Section 11.03. California Law. The First Supplement to Installment Sale Agreement shall
be construed and governed in accordance with the laws of the State of California.
Section 11.04. Effective Date. The First Supplement to Installment Sale Agreement shall
become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have
been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII of the
2012 Installment Sale Agreement).
Section 11.05. Execution in Counterparts. The First Supplement to Installment Sale
Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of
which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and attested the First Supplement to
Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written
above.
CITY OF MENIFEE
By:
City Manager
APPROVED AS TO FORM:
By: _____________________________________
Local Agency Counsel
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY
By:
Authorized Signatory
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Packet Pg. 345 Attachment: First Supplement to Installment Sale Agreement (2608 : Total Road Improvement Program Debt Refinancing)
A-1
4153-6954-7046.1
EXHIBIT C
2020 INSTALLMENT SALE PAYMENTS SCHEDULE
Payment Date Interest Installment
Principal
Installment
Total 2020 Installment
Sale Payments
12/01/2020
06/01/2021
12/01/2021
06/01/2022
12/01/2022
06/01/2023
12/01/2023
06/01/2024
12/01/2024
06/01/2025
12/01/2025
06/01/2026
12/01/2026
06/01/2027
12/01/2027
06/01/2028
12/01/2028
06/01/2029
12/01/2029
06/01/2030
12/01/2030
06/01/2031
12/01/2031
06/01/2032
12/01/2032
06/01/2033
12/01/2033
06/01/2034
12/01/2034
06/01/2035
12/01/2035
06/01/2036
12/01/2036
06/01/2037
12/01/2037
06/01/2038
12/01/2038
06/01/2039
12/01/2039
06/01/2040
12/01/2040
06/01/2041
12/01/2041
06/01/2042
12.1.c
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A-2
4153-6954-7046.1
12.1.c
Packet Pg. 347 Attachment: First Supplement to Installment Sale Agreement (2608 : Total Road Improvement Program Debt Refinancing)
OH&S 8/13/20 Draft
4149-8589-9558.1
FIRST SUPPLEMENT TO TRUST AGREEMENT
among
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
and
CITY OF MENIFEE
Supplementing that Trust Agreement dated as of May 1, 2012
Dated as of ______ 1, 2020
CALIFORNIA COMMUNITIES
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020__
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
12.1.d
Packet Pg. 348 Attachment: First Supplement to Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
TABLE OF CONTENTS
Page
i
4149-8589-9558.1
ARTICLE XI AMENDMENTS TO TRUST AGREEMENT ................................................ 3
Section 11.01. Amendment of Certain Defined Terms in Section 1.01 of the Trust
Agreement .................................................................................................. 3
ARTICLE XII EXECUTION AND DELIVERY OF SERIES 2020 CERTIFICATES;
GENERAL SERIES 2020 CERTIFICATE PROVISIONS ............................ 4
Section 12.01. Preparation and Purpose of Series 2020 Certificates ................................. 4
Section 12.02. Terms of the Series 2020 Certificates ........................................................ 5
Section 12.03. Prepayment of Series 2020 Certificates ..................................................... 7
Section 12.04. Form of Series 2020 Certificates ............................................................... 9
Section 12.05. Execution of Series 2020 Certificates ........................................................ 9
Section 12.06. Procedure for the Execution and Delivery of Series 2020
Certificates; Establishment of Funds and Accounts .................................. 9
ARTICLE XIII MISCELLANEOUS ...................................................................................... 10
Section 13.01. Effect of First Supplement to Trust Agreement ....................................... 10
Section 13.02. Execution in Counterparts........................................................................ 10
Section 13.03. Effective Date .......................................................................................... 10
EXHIBIT C FORM OF CERTIFICATE .................................................................................. C-1
SCHEDULE I PARTICIPATING LOCAL AGENCY .............................................................. I-1
SCHEDULE II INITIAL DEPOSIT TO PROCEEDS SUBACCOUNT
ATTRIBUTABLE TO EACH LOCAL AGENCY ..................................... II-1
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4149-8589-9558.1
FIRST SUPPLEMENT TO TRUST AGREEMENT
THIS FIRST SUPPLEMENT TO TRUST AGREEMENT, made and entered into as of
______ 1, 2020 (the “First Supplement to Trust Agreement”) among WELLS FARGO BANK,
NATIONAL ASSOCIATION (the “Trustee”), a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, the CALIFORNIA
STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the “Authority”) and the
CITY OF MENIFEE, a municipal corporation organized and existing under the Constitution of
the State of California (the “Local Agency”);
W I T N E S S E T H:
WHEREAS, the Trustee, the Authority and the Local Agency executed and delivered that
Trust Agreement, dated as of May 1, 2012 (the “Original Trust Agreement”) and the Authority
and the Local Agency executed and delivered that that 2012 Installment Sale Agreement, dated as
of May 1, 2012 (the “Original Installment Sale Agreement”);
WHEREAS, on May 10, 2012, the Local Agency caused the execution and delivery of the
California Communities Transportation Revenue (Installment Sale) Certificates of Participation,
Series 2012B (T.R.I.P. – Total Road Improvement Program), in the aggregate principal amount of
$20,000,000 (the “Series 2012B Certificates”) for the purpose of financing certain roadway
improvements, which improvements have been completed and proceeds of the Series 2012B
Certificates applied in accordance with the Original Trust Agreement and Original Installment
Sale Agreement;
WHEREAS, for the purpose of refunding the Series 2012B Certificates, the Local Agency
has determined to cause the issuance of a refunding series of the California Communities
Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ (T.R.I.P. –
Total Road Improvement Program), in the aggregate principal amount of $_________ (“the
“Series 2020__ Certificates”), pursuant to and secured by the Original Trust Agreement, as
supplemented and modified by this First Supplemental Trust Agreement (collectively with the
Original Trust Agreement, the “Trust Agreement”);
WHEREAS, in order to provide for the authentication and delivery of the Series 2020__
Certificates, to establish and declare the terms and conditions upon which the Series 2020__
Certificates are to be executed and delivered and to secure the payment of the principal thereof,
premium, if any, and interest, the Local Agency has authorized the execution and delivery of this
First Supplemental Trust Agreement;
WHEREAS, the Authority is a joint exercise of powers authority duly organized and
operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California;
WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California authorizes and empowers the Authority to cause certificates of participation
to be executed and delivered to assist local agencies in financing and refinancing projects and
programs consisting of certain public improvements or working capital or liability and other
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4149-8589-9558.1
insurance needs whenever a local agency determines that there are significant public benefits from
so doing;
WHEREAS, the Local Agency has determined that refinancing the design, acquisition and
construction of certain roadway improvements and street resurfacing, as hereinafter described (the
“Project”) is necessary and proper for Local Agency purposes and uses, and under the terms of
applicable law, the payment for such Project may be made from Gas Tax Revenues and Measure
A Receipts, as those terms are hereinafter defined, and is for the common benefit of the Local
Agency as a whole;
WHEREAS, in order to achieve a lower net interest cost and lower costs of issuance in
connection with financing the Project, the Local Agency has determined to participate with certain
other local agencies in the California Communities T.R.I.P. – Total Road Improvement Program
(the “Program”) established by the Authority to refinance projects, such as the Project;
WHEREAS, the Original Trust Agreement permits the execution and delivery of an
amendment or supplement in accordance with the terms of Section 6.01 of the Original Trust
Agreement;
WHEREAS, each Local Agency participating in the Program has executed a pricing
confirmation, confirming the sale to Stifel, Nicolaus & Company, Incorporated (the “Purchaser”)
of the Certificates which evidence and represent proportionate and undivided interests in the 2020
Installment Sale Payments payable in connection with its respective Agreement combined with
similar payments made pursuant to the Agreements executed by the other local agencies
participating in the Program and constituting part of the same series of Certificates;
WHEREAS, such Certificates may be deposited into a trust agreement (the “Program
Trust Agreement”), among the Authority, the Trustee, the City and other local agencies which may
determine to participate in the Program, for the execution and delivery of a series of certificates,
which evidence and represent proportionate and undivided interests in principal and interest
payments to be made on the Certificates and may also evidence and represent proportionate and
undivided interests in principal and interest payments to be made be made by one or more other
local agencies which may determine on a similar schedule for delivery to participate in the Program
to finance projects, similar to the Project, and assigned by the Authority to the Trustee;
WHEREAS, the Local Agency has authorized and directed the Trustee to execute and
deliver on its behalf pursuant to the terms of the Trust Agreement, the Certificates in an amount
equal to the aggregate principal amount of the principal installments payable by the Local Agency
pursuant to the Agreement;
WHEREAS, in order to provide for the execution and delivery of the Certificates (as
hereinafter defined), to establish and declare the terms and conditions upon which the Certificates
are to be executed, delivered and secured and to secure the payment of the principal thereof and
interest thereon, the Authority has authorized the execution and delivery of this First Supplement
to Trust Agreement;
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4149-8589-9558.1
WHEREAS, the Certificates and the form of assignment to be endorsed thereon are to be
substantially in the form set forth in Exhibit C, with necessary or appropriate variations, omissions
and insertions, as permitted or required hereby; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and
to have been performed precedent to and in connection with the execution and entering into of this
First Supplement to Trust Agreement and delivery of the Certificates do exist, have happened and
have been performed in regular and due time, form and manner as required by law, and the parties
hereto are now duly authorized to execute and enter into this First Supplement to Trust Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE XI
AMENDMENTS TO TRUST AGREEMENT
Section 11.01. Amendment of Certain Defined Terms in Section 1.01 of the Trust
Agreement. Section 1.01 of the Trust Agreement is amended and supplemented to include the
revised definitions set forth below as amendments to the terms set forth in Section 1.01 of the Trust
Agreement, and to include the additional terms appearing below but not set forth in Section 1.01
of the Agreement. Unless the context otherwise requires, the terms defined in this section shall
for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion,
request or other document herein or therein mentioned have the meanings herein specified:
“Agreement” or “Agreements” means each 2012 Installment Sale Agreement, dated as
of May 1, 2012, between the Authority and a Local Agency as originally executed, as amended
and supplemented by forms of first supplements dated as of the date hereof, and as each may from
time to time be amended or supplemented pursuant to the provisions hereof and thereof.
“Series 2020 Certificates” means the California Communities Transportation Revenue
(Installment Sale) Certificates of Participation, Series 2020__ (T.R.I.P. – Total Road Improvement
Program). The term “Serial Certificates” means Certificates for which no sinking fund payments
are provided. The term “Term Certificates” means Certificates which are payable on or before
their specified payment dates from sinking fund payments established for that purpose and
calculated to prepay such Certificates on or before their specified payment dates. The term
Certificates except to the extent of the particular terms included in this First Supplement to Trust
Agreement include the Series 2020 Certificates.
“Certificate Payment Date” means a date on which principal evidenced and represented
by the Certificates is due and payable, being June 1 of each year commencing June 1, 2013.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to a Local Agency, or the Local Agencies, as applicable, or the Authority and related
to the authorization, execution and delivery of the Certificates, including, but not limited to costs
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of preparation and reproduction and delivery of documents, filing and recording fees, fees and
charges of the Trustee and its counsel, legal fees and charges, fees and disbursements of
consultants and professionals, fees of rating agencies, fees and charges for preparation, execution
and safekeeping of the Certificates and any other costs, charges or fees in connection with the
original execution, delivery, marketing and sale of the Certificates.
“Cost of Issuance Fund” means the fund by that name established and maintained
pursuant to Section 2.11.
“Original Trust Agreement” means that Trust Agreement, dated as of May 1, 2012,
between the Authority and the Trustee, as originally executed and as it may from time to time be
amended or supplemented by all Supplemental Trust Agreements executed pursuant to the
provisions hereof.
“First Supplement to Installment Sale Agreement” means the First Supplement to 2012
Installment Sale Agreement, dated as of ______ 1, 2020, between the Local Agency, as Purchaser
and the Authority, as Seller, executed pursuant to the provisions of the Original Installment Sale
Agreement.
“First Supplement to Trust Agreement” means this First Supplement to Trust
Agreement, dated as of ______ __, 2020, between the Authority and the Trustee, executed
pursuant to the provisions of the Original Trust Agreement.
“Trust Agreement” means the Original Trust Agreement as amended and supplemented
by this First Supplement to Trust Agreement, as originally executed and as it may from time to
time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the
provisions hereof.
“2012 Installment Sale Payments” means the periodic payments scheduled to be paid by
each Local Agency under and pursuant to its respective Agreement and, where the context requires,
includes the 2020 Installment Sale Payments restating such payments.
“2020 Installment Sale Payments” means the periodic payments scheduled to be paid by
each Local Agency under and pursuant to the First Supplement to Installment Sale Agreement.
ARTICLE XII
EXECUTION AND DELIVERY OF SERIES 2020 CERTIFICATES; GENERAL SERIES
2020 CERTIFICATE PROVISIONS
Section 12.01. Preparation and Purpose of Series 2020 Certificates. The Authority
has reviewed all proceedings heretofore taken relative to the authorization of the Series 2020
Certificates and has found, as a result of such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, to have happened and to have been performed
precedent to and in the execution and delivery of the Series 2020 Certificates do exist, have
happened and have been performed in due time, form and manner as required by law, and that the
Authority is now duly authorized, pursuant to each and every requirement of the Act, to cause the
Series 2020 Certificates to be executed and delivered in the form and manner provided herein for
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4149-8589-9558.1
the purpose of providing funds to pay for and construct the Projects, and that the Series 2020
Certificates shall be entitled to the benefit, protection and security of the provisions hereof. The
Trustee is hereby authorized and directed to prepare the Series 2020 Certificates in the initial
aggregate principal amount of twenty million dollars ($20,000,000), evidencing and representing
the aggregate principal components of the 2020 Installment Sale Payments and each evidencing
and representing a proportionate, undivided interest in the 2020 Installment Sale Payments. The
Local Agencies hereby authorize the Authority to execute on their behalf, a letter of representations
to be delivered to DTC in connection with the delivery of the Series 2020 Certificates (the
“Representation Letter”).
Each Local Agency participating in the Program is the Local Agency required to make the
2020 Installment Sale Payments with respect to its Agreement which, when combined with the
2020 Installment Sale Payments to be made with respect to the Agreements of other Local
Agencies participating in the Program and the same series, shall be evidenced by the Series 2020
Certificates which evidence and represent a proportionate and undivided interest in the 2020
Installment Sale Payments of each Local Agency, such that each Local Agency participating in the
Program is severally, and not jointly, liable on each such Series 2020 Certificates in the proportion
that the principal component of such Local Agency’s Installment Sale Payments bears to the total
aggregate principal component of the Installment Sale Payments to be made by all Local Agencies
participating in the Program and the same series. Each Local Agency participating in the Program
has, pursuant to its Local Agency Resolution, authorized and directed the Trustee on behalf of that
Local Agency to prepare and execute the Series 2020 Certificates and to deliver the Series 2020
Certificates to the Purchaser upon payment of the purchase price thereof, pursuant to the terms of
the Trust Agreement.
Section 12.02. Terms of the Series 2020 Certificates. The Series 2020 Certificates
shall be designated “California Communities Transportation Revenue (Installment Sale)
Certificates of Participation, Series 2020__ (T.R.I.P. – Total Road Improvement Program).” This
designation is an intended revision of the nomenclature for the Series 2020 Certificates originally
included in the materials filed in connection with the proceedings for validation of the Series 2020
Certificates in the interest of clarity in marketing the Series 2020 Certificates. The Series 2020
Certificates shall be dated as of ______ __, 2020, shall be executed and delivered only in fully
registered form in denominations of five thousand dollars ($5,000) or any integral multiple of five
thousand dollars ($5,000) (not exceeding the principal amount of Series 2020 Certificates payable
at any one time), and shall be payable on the Series 2020 Certificate Payment Dates and in the
principal amounts and evidence and represent interest at the rates as set forth in the following
schedule:
Certificate Payment
Date (June 1)
Principal
Amount Interest Rate
2021
2022
2023
2024
2025
2026
12.1.d
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4149-8589-9558.1
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
The principal evidenced and represented by the Series 2020 Certificates shall be payable
in lawful money of the United States of America by check upon presentation thereof at maturity
or on prepayment prior to maturity at the Office of the Trustee.
The Series 2020 Certificates shall evidence and represent interest at the rates set forth
above, payable on Interest Payment Date. The Series 2020 Certificates shall evidence and
represent interest from the Interest Payment Date next preceding the date of registration thereof,
unless such date of registration is an Interest Payment Date, in which event they shall evidence
and represent interest from such date, or unless such date of registration is prior to the first Interest
Payment Date, in which event they shall evidence and represent interest from May 10, 2012;
provided, however, that if at the time of registration of any Series 2020 Certificate interest is then
in default on the Outstanding Certificates, such Series 2020 Certificate shall evidence and
represent interest from the Interest Payment Date to which interest has previously been paid or
made available for payment on the Outstanding Certificates. Payment of interest evidenced and
represented by the Series 2020 Certificates due on or before the maturity or prior prepayment
thereof shall be made to the person whose name appears in the Series 2020 Certificates registration
records maintained by the Trustee pursuant to Section 2.08 as the registered owner thereof as of
the close of business on the Record Date preceding each Interest Payment Date, whether or not
such day is a Business Day, such interest to be paid by check mailed on such Interest Payment
Date (or the next Business Day if such Interest Payment Date is not a Business Day) to such
registered owner at the address as it appears in such books or at such other address as may have
been filed with the Trustee for that purpose.
Payment of the principal evidenced and represented by the Series 2020 Certificates
shall be made by check upon the surrender thereof at maturity or on prepayment prior to maturity
at the Office of the Trustee. The Owner of $1,000,000 or more in aggregate principal amount
evidenced by the Series 2020 Certificates may request in writing that the Trustee pay the interest
evidenced by such Series 2020 Certificates by wire transfer and the Trustee shall comply with such
request for all Interest Payment Dates following the fifteenth (15th) day after receipt of such
request until such request is rescinded.
12.1.d
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Section 12.03. Prepayment of Series 2020 Certificates.
(a) Optional Prepayment. The Series 2020 Certificates maturing on or after June 1,
20__, shall be subject to optional prepayment prior to maturity, at the option of the Authority upon
direction of the Local Agency, on or after June 1, 20__ in whole or in part (by lot within any
maturity), on any date, at a prepayment price equal to the principal amount to be prepaid, plus
accrued interest to the date fixed for prepayment, without premium. The Local Agency shall
provide notice to the Authority and the Trustee at least forty-five (45) days prior to the prepayment
date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the
principal amount evidenced by and maturities of the 2020 Installment Sale Payments to be prepaid.
(b) Mandatory Prepayment. The Series 2020 Certificates shall be subject to mandatory
prepayment prior to maturity, in whole or in part (by lot within any maturity), on any date, from
amounts received upon the acceleration of 2020 Installment Sale Payments upon the occurrence
of an event of default under any Agreement, at a prepayment price equal to the principal amount
to be prepaid, plus accrued interest to the date fixed for prepayment, without premium.
(c) Mandatory Sinking Fund Prepayment. The Series 2020 Certificates maturing on
June 1, 20__, are subject to mandatory prepayment on June 1 of each year commencing June 1,
20__, in part, from mandatory sinking fund payments, on each June 1 specified below, at a
prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby
to the date fixed for prepayment, without premium. The principal evidenced by such Series 2020
Certificates to be so prepaid and the dates therefor shall be as follows:
Mandatory Prepayment
Date (June 1)
Principal
Amount
The amount of each such prepayment shall be reduced in the event and to the extent
that 2020 Installment Sale Payments payable on the corresponding 2020 Installment Sale
Payment Date are optionally prepaid pursuant to the any Agreement or Agreements and
applied to the prepayment of Series 2020 Certificates maturing on June 1, 20__. In such
event, the Local Agencies shall provide the Trustee with a revised sinking fund prepayment
schedule.
The Series 2020 Certificates maturing on June 1, 20__, are subject to mandatory
prepayment on June 1 of each year commencing June 1, 20__, in part, from mandatory
sinking fund payments, on each June 1 specified below, at a prepayment price equal to the
principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for
prepayment, without premium. The principal evidenced by such Series 2020 Certificates
to be so prepaid and the dates therefor shall be as follows:
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Mandatory Prepayment
Date (June 1)
Principal
Amount
The amount of each such prepayment shall be reduced in the event and to the extent that
2020 Installment Sale Payments payable on the corresponding 2020 Installment Sale
Payment Date are optionally prepaid pursuant to any Agreement or Agreements and
applied to the prepayment of Series 2020 Certificates maturing on June 1, 20__. In such
event, the Local Agencies shall provide the Trustee with a revised sinking fund prepayment
schedule.
(d) Selection of Series 2020 Certificates. Whenever provision is made in this Trust
Agreement for the prepayment or purchase of less than all of the Series 2020 Certificates or any
given portion thereof, the Trustee shall, subject to the following sentence, select the Series 2020
Certificates to be prepaid or purchased, from all Series 2020 Certificates subject to prepayment or
purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof
not previously called for prepayment or purchase. Upon notice of any prepayment pursuant to
Section 12.03(a) hereof or receipt of moneys resulting in a prepayment pursuant to Section
12.03(b) hereof, the Trustee shall request the Cash Flow Consultant to prepare a Cash Flow Report
identifying the principal amount and maturities of the Series 2020 Certificates to be prepaid. The
Trustee shall promptly notify the Authority in writing of any prepayment or purchase of Series
2020 Certificates and of the Series 2020 Certificates or portions thereof so selected for prepayment
or purchase.
(e) Purchase in Lieu of Prepayment. In lieu of prepayment of any Series 2020
Certificates, amounts on deposit in the Revenue Fund or in any sinking account therein may also
be used and withdrawn by the Trustee at any time, upon the Request of the Authority, for the
purchase of such Series 2020 Certificates at public or private sale as and when and at such prices
(including brokerage and other charges, but excluding accrued interest, which is payable from the
Interest Fund) as the Authority may in its discretion determine, but not in excess of the principal
amount thereof plus accrued interest to the purchase date. The principal amount of any Series
2020 Certificates so purchased by the Trustee in any twelve-month period ending 60 days prior to
any Series 2020 Certificate Payment Date in any year shall be credited towards and shall reduce
the principal amount of such Term Series 2020 Certificates required to be Prepaid on such Series
2020 Certificate Payment Date in such year.
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(f) General Provisions for Prepayment of the Series 2020 Certificates. The terms of
Sections 2.03(f) through (h) of the Trust Agreement shall apply to the Series 2020 Certificates.
Section 12.04. Form of Series 2020 Certificates. The Series 2020 Certificates and the
registration endorsement and assignment to appear thereon shall be substantially in the forms set
forth in Exhibit C hereto attached and by this reference herein incorporated (provided that on the
face of each Series 2020 Certificates, at the place where the portion of the form set forth below
appears on the reverse side of such Series 2020 Certificate, there shall be inserted the following
sentence: REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE).
Section 12.05. Execution of Series 2020 Certificates. The Series 2020 Certificates
shall be executed by the Trustee by the manual signature of an authorized signatory of the Trustee.
Only those Series 2020 Certificates executed manually and dated by the Trustee, shall be entitled
to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such
execution by the Trustee shall be conclusive evidence that the Series 2020 Certificates so executed
and registered have been duly authorized, executed and delivered hereunder and are entitled to the
benefit, protection and security hereof.
Section 12.06. Procedure for the Execution and Delivery of Series 2020
Certificates; Establishment of Funds and Accounts. At any time after the sale of the Series
2020 Certificates, the Trustee shall execute the Series 2020 Certificates for delivery hereunder,
and thereupon the Series 2020 Certificates shall be delivered by the Trustee to the purchaser
thereof upon the Request of the Authority and upon receipt of payment therefor from the purchaser
thereof. Upon receipt of payment for the Series 2020 Certificates from the purchaser thereof, the
Trustee shall set aside and deposit the proceeds received from such sale in the following respective
accounts or funds or with the following respective persons, in the following order of priority:
(a) The Trustee shall deposit in the Reserve Subaccount for each Local Agency
within the Reserve Fund within the Revenue Fund established pursuant to Section 3.03
hereof a sum equal to the Reserve Fund Requirement for each Local Agency.
(b) The “Cost of Issuance Fund” is hereby established as a separate trust fund
with the Trustee. The Trustee shall deposit a sum equal to the amount set forth in such
Request of the Authority in the Cost of Issuance Fund. The moneys in the Cost of Issuance
Fund shall be disbursed, upon the Request of the Authority, to pay Costs of Issuance. Upon
the payment in full of the Costs of Issuance or the making of adequate provision for the
payment thereof, evidenced by a Series 2020 Certificate of the Authority to the Trustee,
any balance remaining in such Fund shall be transferred to the Proceeds Subaccounts of
the Acquisition Fund in proportion to the amounts initially deposited in the Costs of
Issuance Fund attributable to each Local Agency, and pending such transfer and
application, the moneys in such Fund may be invested as permitted by Section 3.04 hereof;
provided, however, that investment income resulting from any such investment shall be
retained in the Cost of Issuance Fund. Any residual earnings received after the transfer
referenced above will, as and when convenient, be transferred to the Proceeds Subaccounts
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of the Acquisition Fund in proportion to the amounts initially deposited in the Costs of
Issuance Fund attributable to each Local Agency.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Effect of First Supplement to Trust Agreement. This First
Supplement to Trust Agreement and all of the terms and provisions herein contained shall form
part of the Original Trust Agreement as fully and with the same effect as if all such terms and
provisions had been set forth in the Original Trust Agreement. The Original Trust Agreement is
hereby ratified and confirmed and shall continue in full force and effect in accordance with the
terms and provisions thereof, as heretofore amended and supplemented, and as amended and
supplemented hereby. If there shall be any conflict between the terms of this First Supplement to
Trust Agreement and the terms of the Original Trust Agreement (as in effect on the day prior to
the effective date of this First Supplement to Trust Agreement), the terms of this First Supplement
to Trust Agreement shall prevail.
Section 13.02. Execution in Counterparts. This First Supplement to Trust
Agreement may be executed in several counterparts, each of which shall be deemed an original,
and all of which shall constitute but one and the same instrument.
Section 13.03. Effective Date. This First Supplement to Trust Agreement shall
become effective upon its execution and delivery.
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IN WITNESS WHEREOF, the Authority and the Local Agencies named in Schedule I
hereto have caused this First Supplement to Trust Agreement to be signed in their respective names
by such person as has been designated by their respective governing boards, and the Trustee has
caused this First Supplement to Trust Agreement to be signed in the name of the Trustee by an
authorized officer of the Trustee, all as of the day and year first above written.
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY
By:
Authorized Signatory
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory
CITY OF MENIFEE
By:
City Manager
12.1.d
Packet Pg. 360 Attachment: First Supplement to Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
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EXHIBIT C
FORM OF CERTIFICATE
No. __________ $_______________
CALIFORNIA COMMUNITIES
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATE OF PARTICIPATION, SERIES 2020__
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Interest Rate
Certificate
Payment Date Dated as of [CUSIP No.]
% June 1, 20__
REGISTERED OWNER:
PRINCIPAL SUM:
THIS IS TO CERTIFY that the registered owner named above, as the registered owner of
this California Communities Transportation Revenue (Installment Sale) Certificate of
Participation, Series 2020__ (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), is
the owner of a proportionate undivided interest in the rights to receive certain 2020 Installment
Sale Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under and
pursuant to certain Installment Sale Agreements (the “Agreements”) by and between various Local
Agencies named therein (the “Local Agencies”), each a duly organized and existing political
subdivision of the State of California, and the California Statewide Communities Development
Authority (the “Authority”), a joint powers authority duly organized and existing under and by
virtue of the laws of the State of California, all of which rights to receive such 2020 Installment
Sale Payments having been assigned without recourse by the Authority to Wells Fargo Bank,
National Association, as trustee (the “Trustee”), a trust company duly organized and existing under
and by virtue of the laws of the United States and having a corporate trust office in Los Angeles,
California.
The registered owner of this Certificate is entitled to receive, subject to the terms
of the Agreements on the certificate payment date set forth above (the “Certificate Payment Date”),
upon surrender of this Certificate on the Certificate Payment Date at the corporate trust office of
the Trustee, the principal sum specified above representing the registered owner’s fractional
undivided share of the 2020 Installment Sale Payments designated as principal components
coming due on the Certificate Payment Date, and on each June 1 and December 1, commencing
December 1, 20__ (each an “Interest Payment Date”). The Certificates shall evidence and
represent interest from the Interest Payment Date next preceding the date of registration thereof,
unless such date of registration is an Interest Payment Date, in which event they shall evidence
and represent interest from such date, or unless such date of registration is prior to the first Interest
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Payment Date, in which event they shall evidence and represent interest from _____ __, 20__;
provided, however, that if at the time of registration of any Certificate interest is then in default on
the Outstanding Certificates, such Certificate shall evidence and represent interest from the Interest
Payment Date to which interest has previously been paid or made available for payment on the
Outstanding Certificates. Payment of interest evidenced and represented by the Certificates due
on or before the maturity or prior prepayment thereof shall be made to the person whose name
appears in the Certificates registration records maintained by the Trustee pursuant to the Trust
Agreement as the registered owner thereof as of the close of business on the Record Date preceding
each Interest Payment Date, whether or not such day is a Business Day, such interest to be paid by
check mailed on such Interest Payment Date (or the next Business Day if such Interest Payment
Date is not a Business Day) to such registered owner at the address as it appears in such books or
at such other address as may have been filed with the Trustee for that purpose. The Owner of
$1,000,000 or more in aggregate principal amount evidenced by the Certificates may request in
writing that the Trustee pay the interest evidenced by such Certificates by wire transfer and the
Trustee shall comply with such request for all Interest Payment Dates following the fifteenth (15th)
day after receipt of such request until such request is rescinded. All such amounts are payable in
lawful money of the United States of America.
This Certificate is one of the duly authorized Certificates of the series set forth above,
which have been executed by the Trustee pursuant to the terms of a Trust Agreement, dated as of
May 1, 2012, as amended and supplemented by that First Supplement to Trust Agreement, dated
as of ______ 1, 2020 (together with any supplements or amendments thereto, the “Trust
Agreement”) each by and between the Trustee, the Local Agencies and the Authority. Copies of
the Trust Agreement are on file at the corporate trust office of the Trustee, and reference is hereby
made to the Trust Agreement and to any and all amendments thereof and supplements thereto for
a description of the agreements, conditions, covenants and terms securing the Certificates, for the
nature, extent and manner of enforcement of such agreements, conditions, covenants and terms,
for the rights and remedies of the registered owners of the Certificates with respect thereto and for
the other agreements, conditions, covenants and terms upon which the Certificates are executed
and delivered thereunder, to which agreements, conditions, covenants and terms the owner hereof,
by acceptance hereof, hereby consents.
To the extent and in the manner permitted by the terms of the Trust Agreement and the
Agreements, the provisions of the Trust Agreement may be amended or supplemented by the
parties thereto.
This Certificate is transferable by the registered owner hereof, in person or by his attorney
duly authorized in writing, at the corporate trust office of the Trustee but only in the manner,
subject to the limitations and upon payment of the charges provided in the Trust Agreement, and
upon surrender of this Certificate for cancellation accompanied by delivery of a duly executed
written instrument of transfer in the form appearing hereon. Upon such transfer, a new Certificate
or Certificates of the same series and Certificate Payment Date representing the same principal
amount will be executed and delivered to the transferee in exchange herefor. The Certificates are
exchangeable at the corporate trust office of the Trustee for a like aggregate principal amount of
Certificates of authorized denominations of the same series and Certificate Payment Date, in the
manner, subject to the limitations and upon payment of the charges provided in the Trust
Agreement.
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The Trustee may treat the registered owner hereof as the absolute owner hereof for all
purposes, whether or not this Certificate shall be overdue, and the Trustee shall not be affected by
any knowledge or notice to the contrary; and payment of the interest and principal represented by
this Certificate shall be made only to such registered owner, which payments shall be valid and
effectual to satisfy and discharge liability represented by this Certificate to the extent of the sum
or sums so paid.
The Certificates are authorized to be executed and delivered in the form of fully registered
Certificates in denominations of five thousand dollars ($5,000) each or any integral multiple
thereof so long as no Certificate shall represent principal becoming payable on more than one
Certificate Payment Date.
The Certificates are subject to optional and mandatory prepayment prior to their respective
Certificate Payment Dates, as provided in the Trust Agreement.
The Certificates each evidence and represent a fractional undivided interest in the 2020
Installment Sale Payments in an amount equal to the aggregate principal amount of Certificates
originally executed and delivered by the Trustee pursuant to the Trust Agreement and enjoy the
benefits of a security interest in the moneys held in the funds established pursuant to the Trust
Agreement, subject to the provisions of the Trust Agreement permitting the disbursement thereof
for or to the purposes and on the conditions and terms set forth therein. The obligations of the
Local Agencies to make the 2020 Installment Sale Payments are special obligations of the Local
Agencies payable from (i) Gas Tax Revenues received by it shall be deposited when and as
received in the Local Agency’s Gas Tax Account and (ii) all Measure A Receipts received by it
shall be deposited when and as received in the Measure A Receipts Account, and do not constitute
debts of the Local Agencies or of the State of California or of any political subdivision thereof
within the meaning of any constitutional or statutory debt limitation or restriction.
The Trustee has no obligation or liability to the Certificate owners for the payment of the
interest or principal represented by the Certificates, but rather the Trustee’s sole obligations are to
administer, for the benefit of the Local Agencies and the Authority and the Certificate owners, the
various funds established under the Trust Agreement and the Agreements. The Authority has no
obligation or liability whatsoever to the Certificate owners.
The Owner hereby has a proportionate undivided ownership interest in the 2020
Installment Sale Payments payable pursuant to the Agreements, as set forth in Schedule I to the
Trust Agreement.
[Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Trustee or its agent for the registration of transfer,
exchange, or payment, and any certificate executed and delivered is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
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The Authority has certified to the Trustee that all acts, conditions and things required by
the statutes of the State of California and the Trust Agreement to exist, to have happened and to
have been performed precedent to and in connection with the execution and delivery of this
Certificate do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and that the Trustee is duly authorized to execute and deliver this
Certificate. This is to further certify that the amount of this Certificate, together with all other
Certificates executed and delivered under the Trust Agreement, is not in excess of the amount of
Certificates authorized to be executed and delivered thereunder.
IN WITNESS WHEREOF, this Certificate has been dated as of the date set forth above
and has been executed by the manual signature of an authorized signatory of the Trustee.
Date of Execution: ______ __, 2020
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory
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Packet Pg. 364 Attachment: First Supplement to Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
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[FORM OF ASSIGNMENT]
For value received, the undersigned do(es) hereby sell, assign and transfer unto
___________, whose address is _______________________ and whose social security or
Taxpayer Identification No. is ______________, the within Certificate and do(es) hereby
irrevocably constitute and appoint ___________________________________attorney to transfer
such Certificate on the Certificate register of the Trustee, with full power of substitution in the
premises.
Dated: _____________________________
Note: The signature(s) to this Assignment
must correspond with the name(s) as written
on the face of the within Certificate in every
particular, without alteration or enlargement
or any change whatsoever.
Signature must be guaranteed by an eligible
guarantor institution.
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SCHEDULE I
PARTICIPATING LOCAL AGENCY
Local Agency
Principal
Amount
City of Menifee $
Total Principal Amount
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SCHEDULE II
INITIAL DEPOSIT TO PROCEEDS SUBACCOUNT
ATTRIBUTABLE TO EACH LOCAL AGENCY
Local Agency
Amount
Deposited in the
Proceeds Subaccount
City of Menifee $
Total Proceeds
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OH&S 8/13/20 Draft
4146-7859-7156.5
TRUST AGREEMENT
among
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY,
WILMINGTON TRUST, NATIONAL ASSOCIATION,
AS TRUSTEE
and
CERTAIN LOCAL AGENCIES
NAMED HEREIN
Dated as of _____ 1, 2020
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020___ (FEDERALLY TAXABLE)
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
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ARTICLE I DEFINITIONS; EQUAL SECURITY ............................................................................... 2
Section 1.01 Definitions .................................................................................................................... 2
Section 1.02 Equal Security ............................................................................................................ 10
ARTICLE II EXECUTION AND DELIVERY OF CERTIFICATES .................................................. 11
Section 2.01 Preparation and Purpose of Certificates ..................................................................... 11
Section 2.02 Terms of the Certificates ............................................................................................ 11
Section 2.03 Prepayment of Certificates. ........................................................................................ 13
Section 2.04 Form of Certificates.................................................................................................... 16
Section 2.05 Execution of Certificates ............................................................................................ 16
Section 2.06 Transfer and Payment of Certificates ......................................................................... 16
Section 2.07 Exchange of Certificates ............................................................................................ 17
Section 2.08 Certificate Registration Books ................................................................................... 17
Section 2.09 Mutilated, Destroyed, Stolen or Lost Certificates ...................................................... 17
Section 2.10 Temporary Certificates ............................................................................................... 17
Section 2.11 Procedure for the Execution and Delivery of Certificates; Establishment of
Funds and Accounts; Deposit of Proceeds ................................................................. 18
Section 2.12 Validity of Certificates ............................................................................................... 18
Section 2.13 Special Covenants as to Book-Entry Only System for Certificates ........................... 19
ARTICLE III REVENUES...................................................................................................................... 20
Section 3.01 Pledge of Revenues; Assignment; Deposit of Local Agency Certificates ................. 20
Section 3.02 Receipt and Deposit of Revenues in the Certificate Payment Fund ........................... 21
Section 3.03 Establishment and Maintenance of Accounts for Use of Money in the
Certificate Payment Fund ........................................................................................... 21
Section 3.04 Deposit and Investments of Money in Accounts and Funds ...................................... 23
Section 3.05 Reserve Policy Payment and Reimbursement Provisions .......................................... 23
ARTICLE IV COVENANTS .................................................................................................................. 25
Section 4.01 Compliance with Trust Agreement ............................................................................ 25
Section 4.02 Amendment of Agreements ........................................................................................ 25
Section 4.03 Against Encumbrances ............................................................................................... 26
Section 4.04 Accounting Records and Reports ............................................................................... 26
Section 4.05 Observance of Laws and Regulations ........................................................................ 26
Section 4.06 Further Assurances ..................................................................................................... 26
Section 4.07 Recordation and Filing ............................................................................................... 26
ARTICLE V THE TRUSTEE ................................................................................................................ 27
Section 5.01 The Trustee ................................................................................................................. 27
Section 5.02 Liability of Trustee ..................................................................................................... 28
ARTICLE VI AMENDMENT OF THE TRUST AGREEMENT .......................................................... 30
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Section 6.01 Amendment of the Trust Agreement .......................................................................... 30
Section 6.02 Disqualified Certificates ............................................................................................. 31
Section 6.03 Endorsement or Replacement of Certificates After Amendment ............................... 31
Section 6.04 Amendment by Mutual Consent ................................................................................. 32
Section 6.05 Information to Rating Agency .................................................................................... 32
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF OWNERS ........................................... 32
Section 7.01 Events of Default ........................................................................................................ 32
Section 7.02 Application of Funds Upon Acceleration of Agreement ............................................ 33
Section 7.03 Other Remedies of the Trustee ................................................................................... 33
Section 7.04 Non-Waiver ................................................................................................................ 33
Section 7.05 Actions by Trustee as Attorney-in-Fact ..................................................................... 33
Section 7.06 Remedies Not Exclusive ............................................................................................ 34
Section 7.07 Limitation on Owners’ Right to Sue .......................................................................... 34
Section 7.08 Limited Liability of the Local Agencies .................................................................... 34
Section 7.09 Limited Liability of the Authority .............................................................................. 35
ARTICLE VIII DEFEASANCE ................................................................................................................ 35
Section 8.01 Discharge of Certificates ............................................................................................ 35
Section 8.02 Unclaimed Money ...................................................................................................... 36
ARTICLE IX PROVISIONS RELATED TO THE INSURER AND THE INSURANCE
POLICY ............................................................................................................................ 37
Section 9.01 General Provisions ..................................................................................................... 37
ARTICLE X MISCELLANEOUS ......................................................................................................... 37
Section 10.01 Liability of Authority Limited to Revenues ............................................................... 37
Section 10.02 Benefits of the Trust Agreement Limited to Parties ................................................... 37
Section 10.03 Successor Is Deemed Included In All References To Predecessor ............................ 37
Section 10.04 Execution of Documents by Owners .......................................................................... 37
Section 10.05 Waiver of Personal Liability; No Liability of Authority Members ............................ 38
Section 10.06 Acquisition of Certificates by Authority .................................................................... 38
Section 10.07 Destruction of Canceled Certificates .......................................................................... 38
Section 10.08 Content of Certificates; Post-Issuance Legal Opinions .............................................. 38
Section 10.09 Publication for Successive Weeks .............................................................................. 38
Section 10.10 Accounts and Funds; Business Days .......................................................................... 39
Section 10.11 Article and Section Headings and References ............................................................ 39
Section 10.12 Entire Agreement; Partial Invalidity .......................................................................... 39
Section 10.13 Execution in Several Counterparts ............................................................................. 39
Section 10.14 Governing Law ........................................................................................................... 39
Section 10.15 Notices ........................................................................................................................ 39
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EXHIBIT A FORM OF CERTIFICATE ................................................................................................. A-1
EXHIBIT B PAYMENTS UNDER THE INSURANCE POLICY; OTHER PROVISIONS
CONCERNING THE INSURER ................................................................................... B-1
SCHEDULE I PARTICIPATING LOCAL AGENCY ............................................................................ I-1
SCHEDULE II INITIAL DEPOSITS OF CERTIFICATE PROCEEDS ATTRIBUTABLE TO
EACH LOCAL AGENCY .............................................................................................. II-1
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TRUST AGREEMENT
THIS TRUST AGREEMENT, made and entered into as of _____ 1, 2020 (the “Trust
Agreement”) among WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Trustee”), a national
banking association duly organized and existing under and by virtue of the laws of the United States of
America, the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the
“Authority”) and the Local Agencies named in Schedule I hereto (as defined herein);
W I T N E S S E T H:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating
pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
California;
WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State
of California authorizes and empowers the Authority to cause certificates of participation to be executed
and delivered to assist local agencies in financing projects and programs consisting of certain public
improvements or working capital or liability and other insurance needs whenever a local agency determines
that there are significant public benefits from so doing;
WHEREAS, the Local Agencies have determined to simultaneously issue their California
Communities Transportation Revenue (Installment Sale) Certificates of Participation (T.R.I.P. – Total Road
Improvement Program), having the maturity dates and in the respective principal amounts set forth in
Schedule I hereto (individually, a “Local Agency Certificate” and collectively, the “Local Agency
Certificates”) and to deposit the Local Agency Certificates with the Trustee and participate in the California
Statewide Communities Development Authority T.R.I.P. – Total Road Improvement Program (the
“Program”) established by the Authority;
WHEREAS, each Local Agency has determined that the consummation of the transactions
contemplated in its respective Local Agency Trust Agreement and Agreement (as hereinafter defined) to
which it is a party and this Trust Agreement will result in significant public benefits, and accordingly, has
determined to participate in the Program;
WHEREAS, each Local Agency is a participant in the Program and a member of the Authority;
WHEREAS, each Local Agency participating in the Program desires to have its Local Agency
Certificate marketed together with the Local Agency Certificates issued by the other Local Agencies
participating in the Program in order to achieve a lower net interest cost and lower costs associated with
issuing its Local Agency Certificate;
WHEREAS, each Local Agency has designated the Trustee to act as its trustee with respect to the
funds received by the Local Agency from the sale of its Local Agency Certificate and with respect to the
moneys paid by the Local Agency in satisfaction of its Local Agency Certificate;
WHEREAS, each Local Agency participating in the Program has executed a pricing confirmation,
confirming the sale to the Purchaser (as defined herein) of its Local Agency Certificate and the Certificates
(described herein) which evidence and represent proportionate and undivided interests in its Local Agency
Certificate and the Local Agency Certificates issued simultaneously by the other Local Agencies
participating in the Program and constituting part of the same Series of Certificates;
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WHEREAS, the Trustee, pursuant hereto accepts the deposits of the Local Agency Certificates by
the Local Agencies;
WHEREAS, in consideration of such deposits and the execution and entering into of the Trust
Agreement, the Trustee has agreed to execute and deliver certificates of participation, as more fully
described herein (the “Certificates”) in an aggregate principal amount equal to the aggregate principal
amount of the Local Agency Certificates, each evidencing and representing a proportionate, undivided
interest in the Local Agency Certificates;
WHEREAS, each Local Agency participating in such Series has authorized and directed the
Trustee to execute and deliver on its behalf pursuant to the terms of the Trust Agreement, the Certificates
in an amount equal to the aggregate principal amount of the Local Agency Certificates;
WHEREAS, in order to provide for the execution and delivery of the Certificates (as hereinafter
defined), to establish and declare the terms and conditions upon which the Certificates are to be executed,
delivered and secured and to secure the payment of the principal and interest evidenced and represented by
the Certificates, the Authority has authorized the execution and delivery of this Trust Agreement; and
WHEREAS, the execution and delivery of the Local Agency Certificates and the approval of the
execution and delivery of the Trust Agreement and the Certificates have been in all respects duly and validly
authorized by the governing boards of the Local Agencies pursuant to resolutions duly adopted
(collectively, the “Local Agency Trust Agreements”);
WHEREAS, the Certificates and the form of assignment to be endorsed thereon are to be
substantially in the form set forth in Exhibit A, with necessary or appropriate variations, omissions and
insertions, as permitted or required hereby;
WHEREAS, the Trustee has accepted the trust created by this Trust Agreement and in evidence
thereof has joined in the execution hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have
been performed precedent to and in connection with the execution and entering into of the Trust Agreement
and delivery of the Certificates do exist, have happened and have been performed in regular and due time,
form and manner as required by law, and the parties hereto are now duly authorized to execute and enter
into the Trust Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL
AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this
section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate,
opinion, request or other document herein or therein mentioned have the meanings herein specified:
“Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the
California Government Code, as amended) and all laws amendatory thereof or supplemental thereto.
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“Administration Fee” means, for each Local Agency, an amount equal to the sum of the Trustee
Fee and any other similar fee payable in connection with the administration of the Program, payable by
each Local Agency, in accordance with such Local Agency’s Agreement, on the 15th day of the month
preceding each June 1, commencing June 1, 20__, for the administrative costs of the Project and the
Program. The Administration Fee shall be allocated on a pro rata basis (related to the Purchase Price
payable by each Local Agency) among the Local Agencies.
“Administration Fund” means the fund by that name established and maintained pursuant to
Section 3.03.
“Agreement” or “Agreements” means each 2020 Installment Sale Agreement, dated as of
_____ 1, 2020, between the Authority and a Local Agency as originally executed and as each may from
time to time be amended or supplemented pursuant to the provisions hereof and thereof.
“Authority” means the California Statewide Communities Development Authority, a joint
exercise of powers authority duly organized and existing under and by virtue of the laws of the State of
California and an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988,
among a number of California cities, counties and special districts, including the Local Agencies, as
amended.
“Authorized Authority Representative” means any member of the Commission of the Authority
and any other person as may be designated and authorized to sign on behalf of the Authority pursuant to a
resolution adopted thereby.
“Authorized Local Agency Representative” means the person or persons designated in
Section 8.12 of each Agreement or any other person at the time designated to act on behalf of such
respective Local Agency by written certificate furnished to the Trustee, containing the specimen signature
of such person and signed on behalf of such Local Agency by an Authorized Local Agency Representative.
“Business Day” any day other than a Saturday, a Sunday or a day which banking institutions or
trust companies on which the Trustee is open for business at its corporate trust office in Costa Mesa,
California or authorized or obligated by law, regulation or executive order to remain closed.
“Cash Flow Report” means a report prepared by the Cash Flow Consultant identifying Certificates
to be prepaid as a result of any prepayment pursuant to Section 2.03 hereof. In the case of any optional
prepayment pursuant to Section 2.03(a) hereof, such report shall demonstrate that Revenues expected to be
received following such prepayment shall be sufficient to pay the regularly scheduled principal and interest
represented by the Certificates as such amounts become due and payable. In the case of a mandatory
prepayment pursuant to Section 2.03(b) hereof, such report shall identify maturities of principal evidenced
by the Certificates to be prepaid in a manner consistent with Section 7.02 hereof and Section 6.02 of the
related Local Agency Agreement relating to the application of Revenues upon acceleration.
“Cash Flow Consultant” means Stifel, Nicolaus & Company, Incorporated, or any successor
thereto appointed by the Authority.
“Certificates” means the California Statewide Communities Development Authority
Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ [(Federally
Taxable)] (T.R.I.P. – Total Road Improvement Program). The term “Serial Certificates” means
Certificates for which no sinking fund payments are provided. The term “Term Certificates” means
Certificates which are payable on or before their specified payment dates from sinking fund payments
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established for that purpose and calculated to prepay such Certificates on or before their specified payment
dates.
“Certificate Payment Date” means a date on which principal evidenced and represented by the
Certificates is due and payable, being June 1 of each year, commencing ______ 1, 20__.
“Certificate Payment Fund” means the fund by that name established and maintained pursuant
to Section 3.02.
“Code” means the Internal Revenue Code of 1986, as amended and the regulations issued
thereunder.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable
to a Local Agency, or the Local Agencies, as applicable, or the Authority and related to the authorization,
execution and delivery of the Local Agency Certificates and the Certificates, and the related sale of the
Certificates, including, but not limited to costs of preparation and reproduction and delivery of documents,
filing and recording fees, fees and charges of the Local Agency Trustee, the Trustee and its counsel, legal
fees and charges, fees and disbursements of consultants and professionals, fees of rating agencies, fees and
charges for preparation, execution and safekeeping of the Certificates and any other costs, charges or fees
in connection with the original execution, delivery, marketing and sale of the Certificates.
“Costs of Issuance Fund” means the fund by that name established and maintained pursuant to
Section 2.11.
“Defeasance Obligations” means the following: (1) cash, (2) non-callable direct obligations of the
United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future
interest and principal payments on Treasuries held by a bank or trust company as custodian, under which
the owner of the investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying Treasuries are not available to any person claiming through the
custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer,
pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, or
(5) subject to the prior written consent of the Insurer, securities eligible for “AAA” defeasance under then
existing criteria of S&P or any combination thereof, which shall be used to effect defeasance of the
Certificates.
“Independent Certified Public Accountant” means any firm of certified public accountants
appointed by the respective Local Agency and/or the Authority which is independent pursuant to the
Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants.
“Insurance Agreement” means, collectively, each of the insurance agreements, dated ______ __,
2020, by and among the Authority, the Local Agency and the Insurer, with respect to the Local Agency’s
Reserve Subaccount].
“Insurance Policy” means the insurance policy issued by the Insurer guaranteeing the scheduled
payment of principal and interest evidenced and represented by the Certificates when due.
“Insurer” means _____________________________________, a New York stock insurance
company, or any successor thereto or assignee thereof.
“Interest Fund” means the fund by that name established pursuant to Section 3.03.
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“Interest Payment Account” means the account within the Interest Fund by that name established
for each Local Agency pursuant to Section 3.03.
“Interest Payment Date” means a date on which interest evidenced and represented by the
Certificates is due and payable, being June 1 and December 1 of each year, commencing _____ 1, 20__.
“Local Agency” or “Local Agencies” means, as applicable, the respective local agency or local
agencies listed in Schedule I hereto, each a duly organized and existing political subdivision of the State of
California.
“Local Agency Certificates” means the certificates of participation designated as “California
Communities Transportation Revenue (Installment Sale) Certificates of Participation (T.R.I.P. – Total Road
Improvement Program),” issued by the Local Agencies in the respective aggregate principal amounts and
payment schedules all as described in Schedule I hereto.
“Local Agency Trust Agreements” means the respective trust agreement, dated as of _____ 1,
2020, among the Authority, the Trustee and Local Agency, as originally executed and as it may from time
to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the
provisions thereof.
“Local Agency “Trustee” means ____________, or any successor thereto appointed pursuant to
the Trust Agreement.
“Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the
laws of the State of Delaware, its successors and their assigns, except that if such entity shall be dissolved
or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s”
shall be deemed to refer to any other nationally recognized securities rating agency selected by the Local
Agencies pursuant to the [Local Agency Trust Agreements and the Agreements].
“Office of the Trustee” means the corporate trust office of the Trustee in Costa Mesa, California.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the
field of law relating to municipal obligations, appointed and paid by the Authority and satisfactory to and
approved by the Trustee (who shall be under no liability by reason of such approval).
“Outstanding,” when used as of any particular time with reference to Certificates, means (subject
to the provisions of Section 6.02) all Certificates except
(1) Certificates theretofore canceled by the Trustee or surrendered to the Trustee for
cancellation;
(2) Certificates paid or deemed to have been paid within the meaning of Section 8.01;
and
(3) Certificates in lieu of or in substitution for which other Certificates shall have been
executed and delivered by the Trustee pursuant hereto.
“Owner” means any person who shall be the registered owner of any Outstanding Certificate.
“Permitted Investments” means any of the following to the extent permitted by the laws of the
State and the applicable Local Agency’s Investment Policy:
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A. Direct obligations of the United States of America (including obligations issued or held in
book-entry form on the books of the Department of the Treasury, and CATS and TIGRS)
or obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America.
B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of
the following federal agencies and provided such obligations are backed by the full faith
and credit of the United States of America (stripped securities are only permitted if they
have been stripped by the agency itself):
1. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Federal Housing Administration Debentures (FHA)
3. General Services Administration
Participation certificates
4. Government National Mortgage Association (GNMA or “Ginnie Mae”)
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
(not acceptable for certain cash-flow sensitive issues.)
5. U.S. Maritime Administration
Guaranteed Title XI financing
6. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public
housing notes and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of
the following non-full faith and credit U.S. government agencies (stripped securities are
only permitted if they have been stripped by the agency itself):
1. Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”)
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Association (FNMA or “Fannie Mae”)
Mortgage-backed securities and senior debt obligations
4. Resolution Funding Corp. (REFCORP) obligations
5. Farm Credit System
Consolidated systemwide bonds and notes
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D. Money market funds registered under the Federal Investment Company Act of 1940, whose
shares are registered under the Federal Securities Act of 1933, and having a rating by S&P
of AAAm-G; AAA-m; or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2 including
funds for which the Trustee, its parent holding company, if any, or any affiliates or
subsidiaries of the Trustee provide investment advisory or other management services.
E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above.
Such certificates must be issued by commercial banks, savings and loan associations or
mutual savings banks which may include the Trustee and its affiliates. The collateral must
be held by a third party and the Owners must have a perfected first security interest in the
collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which
are fully insured by FDIC, including BIF and SAIF which may include the Trustee and its
affiliates.
G. Investment Agreements, including GIC’s, Forward Purchase Agreements and Reserve
Fund Put Agreements (Investment Agreement criteria is available upon request).
H. Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or
better by S&P.
I. Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P
in one of the two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a maximum term of one year of any bank which
has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A3” or
better by Moody’s and “A-1” or “A” or better by S&P which may include the Trustee and
its affiliates.
K. The Local Agency Investment Fund (LAIF) administered by the State of California.
L. Repurchase Agreements for 30 days or less must follow the following criteria.
Repurchase agreements provide for the transfer of securities from a dealer bank or
securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of
cash from a municipal entity to the dealer bank or securities firm with an agreement that
the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in
exchange for the securities at a specified date.
1. Repos must be between the municipal entity and a dealer bank or securities firm
a. Primary dealers on the Federal Reserve reporting dealer list which are
rated A or better by S&P and Moody’s, or
b. Banks rated “A” or above by S&P and Moody’s.
2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are:
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(1) Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the U.S.
government (and FNMA & FHLMC)
b. The term of the repo may be up to 30 days
c. The collateral must be delivered to the municipal entity, trustee (if trustee
is not supplying the collateral) or third party acting as agent for the trustee
(if the trustee is supplying the collateral) before/simultaneous with
payment (perfection by possession of certificated securities).
d. Valuation of Collateral
(1) The securities must be valued weekly, marked-to-market at
current market price plus accrued interest.
(2) The value of collateral must be equal to 104% of the amount of
cash transferred by the municipal entity to the dealer bank or
security firm under the repo plus accrued interest. If the value of
securities held as collateral slips below 104% of the value of the
cash transferred by municipality, then additional cash and/or
acceptable securities must be transferred. If, however, the
securities used as collateral are FNMA or FHLMC, then the value
of collateral must equal 105%.
(3) Legal opinion which must be delivered to the municipal entity:
a. Repo meets guidelines under state law for legal investment of public
funds.
“Prepayment Price” means, with respect to any Certificate (or portion thereof) the principal
amount with respect to such Certificate (or portion), plus the applicable premium, if any, payable upon
prepayment thereof pursuant to the provisions of such Certificate and the Trust Agreement.
“Pricing Confirmation Supplement” means that certain Pricing Confirmation Supplement
attached to each Purchase Agreement as agreed and accepted by each of the respective Local Agencies.
“Principal Fund” means the account by that name established and maintained pursuant to
Section 3.03.
“Principal Payment Account” means the account within the Principal Fund by that name
established for each Local Agency pursuant to Section 3.03.
“Proceeds Fund” means the fund by that name established in Section 2.11.
“Proceeds Subaccounts” means the Proceeds Subaccounts created in the Proceeds Fund under
Section 2.11.
“Project(s)” has the meaning ascribed to such term in each Agreement.
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“Program” means the California Statewide Communities Development Authority T.R.I.P. – Total
Road Improvement Program pursuant to which the Certificates are executed and delivered to assist local
agencies in financing Projects.
“Purchase Agreement” means [that certain][each] [Certificate Purchase Agreement][Placement
Agreement] by and between each of the respective Local Agencies and the Purchaser relating to the [Local
Agency Trust Agreements and the Agreements] and the Certificates.
“Purchaser” means Stifel, Nicolaus & Company, Incorporated, as initial purchaser of the
Certificates.
“Purchase Price” means with respect to any Certificate (or portion thereof) the principal amount
with respect to such Certificate (or portion), plus the applicable premium, if any, payable upon purchase
thereof pursuant to the provisions of such Certificate and the Trust Agreement.
“Qualified Reserve Instrument” means an insurance policy meeting the requirements of
Section 3.03(b)(3).
“Rating Agency” means S&P or, in the event that S&P no longer maintains a rating on the
Certificates, any other nationally recognized bond rating agency then maintaining a rating on the
Certificates, but, in each instance, only so long as S&P, or other nationally recognized rating agency then
maintains a rating on the Certificates.
“Record Date” means the 15th day of the month next preceding each Interest Payment Date,
whether or not such day is a Business Day.
“Request” or “Certificate” with respect to a Local Agency, means an instrument in writing signed
on behalf of such Local Agency by an Authorized Local Agency Representative, and with respect to the
Authority means an instrument in writing signed on behalf of the Authority by an Authorized Authority
Representative or other person at the time designated to act on behalf of the Authority by written certificate
furnished to the Trustee.
“Reserve Fund” means the fund by that name established and maintained pursuant to Section 3.03.
“Reserve Fund Requirement” means, as of any date of calculation, an amount equal to the least
of [(i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the
Certificates; (ii) 125% of the average annual Certificates; or (iii) the Maximum Annual Debt Service on the
Certificates].
“Reserve Policy” means [the/each municipal bond debt service reserve fund insurance policy
issued by the Insurer and credited to the Local Agency’s Reserve Subaccount. The Reserve Policy is a
Qualified Reserve Instrument.]
“Reserve Subaccount” means the Subaccount within the Reserve Fund by that name established
for each Local Agency pursuant to Section 3.03.
“Revenues” means all interest and principal payments becoming due and payable on the Local
Agency Obligations and other payments paid by the Local Agencies and received by the Authority pursuant
to the Local Agency Trust Agreements and all interest or other income from any investment of any money
in any fund or account pursuant to Section 3.04.
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“S&P” means S&P Global Ratings, a division of The McGraw-Hill Companies, Inc., a corporation
duly organized and existing under and by virtue of the laws of the State of New York, and its successors
and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally
recognized securities rating agency selected by the Local Agency.
“Securities Depositories” means: The Depository Trust Company, 711 Stewart Avenue, Garden
City, New York 11530, Fax-(516) 227-4039 or 4190; or such other addresses and/or such other securities
depositories as the Authority may designate to the Trustee in writing.
“Series of Local Agency Certificates” means the respective Local Agency Certificates in one or
more series issued under and in connection with the Program.
“State” means the State of California.
“Supplemental Trust Agreement” means any trust agreement then in full force and effect which
has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental
hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized
hereunder.
“Surplus Account” means the account by that name established and maintained pursuant to
Section 3.03.
“Tax Certificate” means each Tax Certificate dated the date of initial delivery of the Certificates
and executed and delivered by the Authority and each Local Agency.
“Trust Agreement” means this Trust Agreement, dated as of _____ 1, 2020, among the Authority,
the Trustee and the Local Agencies, as originally executed and as it may from time to time be amended or
supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.
“Trustee” means Wilmington Trust, National Association, or any successor thereto appointed
pursuant to the Trust Agreement.
“Trustee’s Fee” means, for each Local Agency, the annual administration fee of the Trustee, in
the amount of $[1,500.00] payable in advance on ______ __, 2020 and thereafter on each Certificate
Payment Date.
Section 1.02 Equal Security. In consideration of the acceptance of the Certificates by the
Owners, the Trust Agreement shall be deemed to be and shall constitute a contract among the Trustee, the
Local Agencies, and the Owners to secure the full and final payment of the interest and principal evidenced
and represented by the Certificates, subject to the agreements, conditions, covenants and terms contained
herein; and all agreements, conditions, covenants and terms contained herein required to be observed or
performed by or on behalf of the Trustee shall be for the equal and proportionate benefit, protection and
security of all Owners without distinction, preference or priority as to benefit, protection or security of any
Certificates over any other Certificates by reason of the number or date thereof or the time of execution or
delivery thereof or otherwise for any cause whatsoever, except as expressly provided herein or therein.
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ARTICLE II
EXECUTION AND DELIVERY OF CERTIFICATES
Section 2.01 Preparation and Purpose of Certificates. The Authority has reviewed all
proceedings heretofore taken relative to the authorization of the Certificates and has found, as a result of
such review, and hereby finds and determines that all acts, conditions and things required by law to exist,
to have happened and to have been performed precedent to and in the execution and delivery of the
Certificates do exist, have happened and have been performed in due time, form and manner as required by
law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to
cause the Certificates to be executed and delivered in the form and manner provided herein for the purpose
of providing funds to pay for and construct the Projects, and that the Certificates shall be entitled to the
benefit, protection and security of the provisions hereof. The Trustee is hereby authorized and directed to
prepare the Certificates in the initial aggregate principal amount of
______________________________________________ dollars ($_________), equal to the aggregate
principal amount of the Local Agency Certificates, each evidencing and representing a proportionate,
undivided interest in the Local Agency Certificates. The Local Agencies hereby authorize the Authority to
execute on their behalf, a letter of representations to be delivered to DTC in connection with the delivery
of the Certificates (the “Representation Letter”). The Trustee is hereby authorized to execute and deliver
the Certificates to the Purchaser upon receipt of a written request of the Local Agencies, the Local Agency
Certificates and the proceeds of sale of the Certificates.
Each Local Agency participating in the Program is required to make payments of principal and
interest on its respective Local Agency Certificates which, when combined with the Local Agency
Certificates of other Local Agencies participating in the Program and the same series, shall be evidenced
by the Certificates, and evidence and represent a proportionate, undivided interest in the Local Agency
Certificates of each Local Agency, such that each Local Agency participating in the Program is severally,
and not jointly, liable on each such Certificates in the proportion that the principal component of such Local
Agency Certificate and related Local Agency Installment Sale Payments bears to the total aggregate
principal component of the Local Agency Certificates to be made by all Local Agencies participating in the
Program and the same series. Each Local Agency participating in the Program has, pursuant to its Local
Agency Resolution, authorized and directed the Trustee on behalf of that Local Agency to prepare and
execute the Certificates and to deliver the Certificates to the Purchaser upon payment of the purchase price
thereof, pursuant to the terms of the Trust Agreement.
Section 2.02 Terms of the Certificates. The Certificates shall be designated “California
Statewide Communities Development Authority Transportation Revenue (Installment Sale) Certificates of
Participation, Series 2020__ (Federally Taxable) (T.R.I.P. – Total Road Improvement Program)” to be
issued in $________ aggregate principal amount and This designation is an intended revision of the
nomenclature for the Certificates originally included in the materials filed in connection with the
proceedings for validation of the Certificates in the interest of clarity in marketing the Certificates. The
Certificates shall be dated ______ __, 2020, shall be executed and delivered only in fully registered form
in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000)
(not exceeding the principal amount of Certificates payable at any one time). The Series 2020__
Certificates shall be payable on the Certificate Payment Dates and in the principal amounts and evidence
and represent interest at the rates (based on a 360 day year comprised of twelve 30 day months) as set forth
in the following schedule:
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Certificate Payment
Date (June 1) Principal Amount Interest Rate
The principal evidenced and represented by the Certificates shall be payable in lawful money of
the United States of America by check upon presentation thereof at maturity or on prepayment prior to
maturity at the Office of the Trustee.
The interest evidenced and represented by the Certificates shall become due and payable on the
Interest Payment Date, and shall be in sum the interest payments becoming due and payable on the Local
Agency Certificates on the Interest Payment Date. The interest payable on the Local Agency Certificates
and evidenced and represented by the Certificates shall be computed on the basis of a 360-day year of
twelve 30-day months.
The principal evidenced and represented by the Certificates shall become due and payable on the
Certificate Payment Date, without option of prepayment and shall be in sum the principal becoming due
and payable on the Local Agency Certificates on the Certificate Payment Date.
The Certificates shall evidence and represent interest at the rates set forth above, payable on Interest
Payment Date. The Certificates shall evidence and represent interest from the Interest Payment Date next
preceding the date of registration thereof, unless such date of registration is an Interest Payment Date, in
which event they shall evidence and represent interest from such date, or unless such date of registration is
prior to the first Interest Payment Date, in which event they shall evidence and represent interest from
_______ 15, 20__; provided, however, that if at the time of registration of any Certificate interest is then in
default on the Outstanding Certificates, such Certificate shall evidence and represent interest from the
Interest Payment Date to which interest has previously been paid or made available for payment on the
Outstanding Certificates. Payment of interest evidenced and represented by the Certificates due on or
before the maturity or prior prepayment thereof shall be made to the person whose name appears in the
Certificate registration books maintained by the Trustee pursuant to Section 2.08 as the registered owner
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thereof as of the close of business on the Record Date preceding each Interest Payment Date, whether or
not such day is a Business Day, such interest to be paid by check mailed on such Interest Payment Date (or
the next Business Day if such Interest Payment Date is not a Business Day) to such registered owner at the
address as it appears in such books or at such other address as may have been filed with the Trustee for that
purpose.
Payment of the principal evidenced and represented by the Certificates shall be made by check
upon the surrender thereof at maturity or on prepayment prior to maturity at the Office of the Trustee. The
Owner of $1,000,000 or more in aggregate principal amount evidenced by the Certificates may request in
writing that the Trustee pay the interest evidenced by such Certificates by wire transfer and the Trustee
shall comply with such request for all Interest Payment Dates following the fifteenth (15th) day after receipt
of such request until such request is rescinded. So long as Cede & Co. is the registered owner of the
Certificates, principal of and interest on the Certificates are payable in same day funds by the Trustee to
Cede & Co., as nominee for the Depository, and the payment of principal or redemption price shall be made
without presentment.
Section 2.03 Prepayment of Certificates.
(a) Optional Prepayment. The Series __ Certificates maturing on or after June 1, 20__, shall
be subject to optional prepayment prior to maturity, at the option of the Authority upon direction of a Local
Agency or the Local Agencies, on or after June 1, 20__ in whole or in part (by lot within any maturity), on
any date, at a Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date
fixed for prepayment, without premium. Each respective Local Agency shall provide notice to the
Authority and the Trustee at least forty-five (45) days prior to the prepayment date (or such lesser period
of time acceptable to the Trustee in its sole discretion) specifying the principal amount evidenced by and
maturities of the Local Agency Certificates to be prepaid.
The Series ___ Certificates maturing on or after June 1, 20__, shall be subject to optional
prepayment prior to maturity, at the option of the Authority upon direction of a Local Agency or the Local
Agencies, on or after June 1, 20__ in whole or in part (by lot within any maturity), on any date, at a
Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for
prepayment, without premium. Each respective Local Agency shall provide notice to the Authority and the
Trustee at least forty-five (45) days prior to the prepayment date (or such lesser period of time acceptable
to the Trustee in its sole discretion) specifying the principal amount evidenced by and maturities of the
Local Agency Certificates to be prepaid.
(b) Mandatory Prepayment. The Certificates shall be subject to mandatory prepayment prior
to maturity, in whole or in part (by lot among Certificates with the same maturity in any manner which the
Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the
acceleration of Local Agency Certificates upon the occurrence of an event of default under the [Local
Agency Trust Agreements and the Agreements], at a Prepayment Price equal to the principal amount to be
prepaid, plus accrued interest to the date fixed for prepayment, without premium.
(c) Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20__, are
subject to mandatory prepayment on June 1 of each year commencing June 1, 20__, in part, from mandatory
sinking fund payments, on each June 1 specified below, at a Prepayment Price equal to the principal
evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without
premium. The principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as
follows:
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Mandatory Prepayment
Date (June 1)
Principal
Amount
___________
* Maturity date
The amount of each such prepayment shall be reduced in the event and to the extent that Local
Agency Certificates payable on the corresponding Certificate Payment Date are optionally prepaid pursuant
to the Local Agency Trust Agreement and applied to the prepayment of Certificates maturing on June 1,
20__. In such event, each respective Local Agency shall provide the Trustee with a revised sinking fund
prepayment schedule.
The Certificates maturing on June 1, 20__, are subject to mandatory prepayment on June 1 of each
year commencing June 1, 20__, in part, from mandatory sinking fund payments, on each June 1 specified
below, at a Prepayment Price equal to the principal evidenced thereby, plus accrued interest evidenced
thereby to the date fixed for prepayment, without premium. The principal evidenced by such Certificates
to be so prepaid and the dates therefor shall be as follows:
Mandatory Prepayment
Date (June 1)
Principal
Amount
___________
* Maturity date
The amount of each such prepayment shall be reduced in the event and to the extent that Local
Agency Certificates payable on the corresponding Certificate Payment Date are optionally prepaid pursuant
to the Local Agency Trust Agreement and applied to the prepayment of Certificates maturing on June 1,
20__. In such event, each respective Local Agency shall provide the Trustee with a revised sinking fund
prepayment schedule.
(d) Selection of Certificates. [Whenever provision is made in the Trust Agreement for the
prepayment or purchase of less than all of the Certificates or any given portion thereof, the Trustee shall,
subject to the following sentence, select the Certificates to be prepaid or purchased, from all Certificates
subject to prepayment or purchase or such given portion thereof equal to a multiple of $5,000 or any integral
multiple thereof not previously called for prepayment or purchase. Upon notice of any prepayment pursuant
to Section 2.03(a) hereof or receipt of moneys resulting in a prepayment pursuant to Section 2.03(b) hereof,
the Trustee shall request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal
amount and maturities of the Certificates to be prepaid. The Trustee shall promptly notify the Authority in
writing of any prepayment or purchase of Certificates and of the Certificates or portions thereof so selected
for prepayment or purchase.]
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(e) Purchase in Lieu of Prepayment. In lieu of prepayment of any Certificates, amounts on
deposit in the Certificate Payment Fund or in any sinking account therein may also be used and withdrawn
by the Trustee at any time, upon the Request of the Authority, upon direction of the respective Local
Agency, for the purchase of such Certificates at public or private sale as and when and at such prices
(including brokerage and other charges, but excluding accrued interest, which is payable from the Interest
Fund) as the Authority, upon direction of the respective Local Agency, may in its discretion determine, but
not in excess of the principal amount thereof plus accrued interest to the purchase date. The principal
amount of any Certificates so purchased by the Trustee in any twelve-month period ending 60 days prior
to any Certificate Payment Date in any year shall be credited towards and shall reduce the principal amount
of such Term Certificates, if any, required to be prepaid on such Certificate Payment Date in such year.
(f) Notice of Prepayment or Purchase. Notice of prepayment or purchase shall be mailed by
first-class mail by the Trustee, upon direction of the respective Local Agency, not less than thirty (30) nor
more than sixty (60) days prior to the prepayment or purchase date, to (i) the respective Owners of any
Certificates designated for prepayment or purchase at their addresses appearing on the registration books
of the Trustee, and (ii) if the Certificates are no longer held by the Depository, to the Securities Depositories
and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access
(EMMA) System. Notice of prepayment shall be given by telecopy, certified, registered, or overnight mail
to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic
Municipal Marketplace Access (EMMA) System. Each notice of prepayment or purchase shall state the
date of such notice, the date of initial execution and delivery of the Certificates, the prepayment or purchase
date, the Prepayment Price or Purchase Price, the place or places of prepayment or purchase (including the
name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Certificates
of each Certificate Payment Date or Dates, and, if less than all of the Certificates of any such Certificate
Payment Date, the distinctive certificate numbers of the Certificates with such Certificate Payment Date, to
be prepaid or purchased and, in the case of Certificates to be prepaid or purchased in part only, the respective
portions of the principal amount thereof to be prepaid or purchased. Each such notice shall also state that
on said date there will become due and payable on each of said Certificates the Prepayment Price or
Purchase Price represented thereby or of said specified portion of the principal amount thereof in the case
of a Certificate to be prepaid or purchased in part only, together with interest accrued with respect thereto
to the prepayment or purchase date, and that from and after such prepayment or purchase date, interest
thereon shall cease to accrue, and shall require that such Certificates be then surrendered at the address or
addresses of the Trustee specified in the prepayment or purchase notice.
If any of the Certificates are prepaid pursuant to an advance refunding, notice of such advance
refunding and prepayment shall be given in the same manner as above provided, and also within the same
time period with respect to the actual prepayment date.
Notice of prepayment or purchase of Certificates shall be given by the Trustee (upon direction of
the respective Local Agency or Local Agencies), at the expense of the Authority. Conditional notice of
optional prepayment may be given at the direction of the Authority and shall be given if funds sufficient to
prepay the Certificates are not then on deposit with the Trustee. If at the time of mailing of notice, funds
are not then on deposit with the Trustee, such notice shall state that it is conditional upon the deposit of the
funds not later than the opening of business on the date of prepayment of the Certificates, and such notice
shall be of no effect unless such moneys are so deposited.
Failure by the Trustee to give notice pursuant to this Section 2.03 to the Municipal Securities
Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System or Securities
Depositories shall not affect the sufficiency of the proceedings for prepayment or purchase. Failure by the
Trustee to mail notice of prepayment or purchase pursuant to this Section 2.03 to any one or more of the
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respective Owners of any Certificates designated for prepayment or purchase shall not affect the sufficiency
of the proceedings for prepayment with respect to the Owner or Owners to whom such notice was mailed.
(g) Partial Prepayment or Purchase of Certificates. Upon surrender of any Certificate to be
prepaid or purchased in part only, the Trustee shall execute and deliver to the registered owner thereof, at
the expense of the Authority, a new Certificate or Certificates of authorized denominations, and having the
same Certificate Payment Date, equal in aggregate principal amount to the unprepaid or unpurchased
portion of the Certificate surrendered.
(h) Effect of Prepayment. Notice of prepayment having been duly given as aforesaid, and
moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with
respect to, the Certificates (or portions thereof) so called for prepayment being held by the Trustee, on the
prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment
shall become due and payable at the Prepayment Price specified in such notice and interest accrued with
respect thereto to the prepayment date, interest with respect to the Certificates so called for prepayment
shall cease to accrue, said Certificates (or portions thereof) shall cease to be entitled to any benefit or
security under the Trust Agreement, the pledge of and lien on the Local Agency Certificates and any interest
in the funds held hereunder as provided herein, and the Owners of said Certificates shall have no rights in
respect thereof except to receive payment of said Prepayment Price and accrued interest.
All Certificates prepaid pursuant to the provisions of this Section shall be cancelled upon surrender
thereof by the Trustee. All Certificates purchased pursuant to the provisions of this Section shall be
registered in the name of the Authority and delivered to, or as directed in writing by, the Authority.
Section 2.04 Form of Certificates. The Certificates and the registration endorsement and
assignment to appear thereon shall be substantially in the forms set forth in Exhibit A hereto attached and
by this reference herein incorporated (provided that on the face of each Certificates, at the place where the
portion of the form set forth below appears on the reverse side of such Certificate, there shall be inserted
the following sentence: REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE).
Section 2.05 Execution of Certificates. The Certificates shall be executed by the Trustee by
the manual signature of an authorized signatory of the Trustee. Only those Certificates executed manually
and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or
obligatory for any purpose, and such execution by the Trustee shall be conclusive evidence that the
Certificates so executed and registered have been duly authorized, executed and delivered hereunder and
are entitled to the benefit, protection and security hereof.
Section 2.06 Transfer and Payment of Certificates. Any Certificates may, in accordance with
its terms, be transferred in the records maintained pursuant to the provisions of Section 2.08 by the person
in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such
Certificates for cancellation accompanied by delivery of a duly executed written instrument of transfer in a
form approved by the Trustee. Whenever any Certificates shall be surrendered for transfer, the Trustee
shall execute and deliver to the transferee a new Certificate or Certificates of the same series and maturity
for a like aggregate principal amount. The Trustee shall require the payment by the Owner requesting such
transfer of any tax or other governmental charge required to be paid with respect to such transfer as a
condition precedent to the exercise of such privilege.
The Authority and the Trustee may deem and treat the registered owner of any Certificates as the
absolute owner of such Certificates for the purpose of receiving payment thereof and for all other purposes,
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whether such Certificates shall be overdue or not, and neither the Authority nor the Trustee shall be affected
by any notice or knowledge to the contrary; and payment of the interest and principal and prepayment
premium, if any, evidenced and represented by such Certificates shall be made only to such registered
owner, which payments shall be valid and effectual to satisfy and discharge liability on such Certificates to
the extent of the sum or sums so paid.
The Trustee shall not be required to execute, register the transfer of or exchange any Certificates
during the fifteen (15) days preceding each Interest Payment Date or the date of selection by the Trustee of
Certificates for prepayment, or to register the transfer of or exchange any Certificates which have been
selected for prepayment in whole or in part.
Section 2.07 Exchange of Certificates. Certificates may be exchanged at the office of the
Trustee for a like aggregate principal amount of Certificates of the same series and payment date of other
authorized denominations. The Trustee shall require the payment by the Owner requesting such exchange
of any tax or other governmental charge required to be paid with respect to such exchange as a condition
precedent to the exercise of such privilege.
Section 2.08 Certificate Registration Books. The Trustee will keep at its office sufficient
books for the registration and transfer of the Certificates which shall at all times be open to inspection by
the Local Agencies or any Owner on reasonable notice during regular business hours on any Business Day,
and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may
prescribe, register or transfer the Certificates in such books as hereinabove provided.
Section 2.09 Mutilated, Destroyed, Stolen or Lost Certificates. If any Certificate shall
become mutilated the Trustee at the expense of the Owner shall thereupon execute and deliver, a new
Certificate of like tenor and number in exchange and substitution for the Certificate so mutilated, but only
upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to
the Trustee shall be canceled.
If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may
be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and the Authority and
indemnity satisfactory to the Trustee and the Authority shall be given, the Trustee, at the expense of the
Owner, shall thereupon execute and deliver, a new Certificate of like tenor and number in lieu of and in
substitution for the Certificate so lost, destroyed or stolen.
The Trustee may require payment of a reasonable sum for each new Certificate executed and
delivered under this Section 2.09 and of the expenses which may be incurred by the Authority and the
Trustee in the premises. Any Certificate executed and delivered under the provisions of this Section in lieu
of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the
benefits of the Trust Agreement with all other Certificates of the same series secured by the Trust
Agreement. Neither the Authority nor the Trustee shall be required to treat both the original Certificate and
any duplicate Certificate as being Outstanding for the purpose of determining the principal amount of
Certificates which may be executed and delivered hereunder or for the purpose of determining any
percentage of Certificates Outstanding hereunder, but both the original and duplicate Certificate shall be
treated as one and the same.
Section 2.10 Temporary Certificates. The Certificates executed and delivered under the Trust
Agreement may be initially executed and delivered in temporary form exchangeable for definitive
Certificates when ready for delivery. The temporary Certificates may be printed, lithographed or
typewritten, shall be of such denominations as may be determined by the Trustee, shall be in fully registered
form and may contain such reference to any of the provisions of the Trust Agreement as may be appropriate.
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Every temporary Certificate shall be executed and delivered by the Trustee upon the same conditions and
terms and in substantially the same manner as definitive Certificates. If the Trustee executes and delivers
temporary Certificates it will execute and furnish definitive Certificates without delay and thereupon the
temporary Certificates may be surrendered, for cancellation, in exchange therefor at the Office of the
Trustee, and the Trustee shall deliver in exchange for such temporary Certificates an equal aggregate
principal amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary
Certificates shall be entitled to the same benefits under the Trust Agreement as definitive Certificates
delivered hereunder.
Section 2.11 Procedure for the Execution and Delivery of Certificates; Establishment of
Funds and Accounts; Deposit of Proceeds. At any time after the sale of the Certificates, the Trustee shall
execute the Certificates for delivery hereunder, and thereupon the Certificates shall be delivered by the
Trustee to the purchaser thereof upon the Request of the Authority and upon receipt of payment therefor
from the purchaser thereof. The Trustee hereby agrees to establish and maintain hereunder, in trust, the
Costs of Issuance Fund, the Proceeds Fund and the Proceeds Subaccounts therein, the Certificate Payment
Fund and the Payment Accounts therein, one of which shall be established for each Local Agency, the
Interest Fund and the Principal Fund. Upon receipt of payment for the Certificates from the purchaser
thereof, the Trustee shall set aside and deposit the proceeds received from such sale in the following
respective accounts or funds or with the following respective persons, in the following order of priority:
(a) The Trustee shall credit the [Reserve Policy] to the Reserve Subaccount for the
Local Agency, as established within the Reserve Fund established pursuant to Section 3.03 hereof.
The initial maximum amount available under the [Reserve Policy] is equal to the Reserve Fund
Requirement for the Local Agency.
(b) The Trustee shall transfer to Proceeds Fund the amounts set forth in Schedule II,
which is attached hereto and made a part hereof.
(c) The “Costs of Issuance Fund” is hereby established as a separate trust fund with
the Trustee. The Trustee shall deposit the sum of $_______, which is equal to the amount set forth
in such Request of the Authority in the Costs of Issuance Fund. The moneys in the Costs of
Issuance Fund shall be disbursed, upon the Request of the Authority, to pay Costs of Issuance.
Upon the earlier of payment in full of the Costs of Issuance or the making of adequate provision
for the payment thereof, evidenced by a Certificate of the Authority to the Trustee, on ______ 1,
20__, any balance remaining in such Fund shall [be transferred to the Interest Payment Account
attributable to each Local Agency, allocated among such accounts in proportion to the amounts
initially deposited in the Costs of Issuance Fund attributable to each Local Agency in the amounts
set forth in Schedule II, which is attached hereto and made a part hereof][upon written request of
the Local Agencies, be remitted to the Local Agencies to be applied to pay eligible costs payable
from Revenues in accordance with the respective [Local Agency Trust Agreements and the
Agreements]].
Section 2.12 Validity of Certificates. The validity of the Certificates shall not be dependent
on or affected in any way by the proceedings taken by the Authority or the Trustee for the refinancing of
the Projects. The recital contained in the Certificates that the same are executed and delivered pursuant
hereto shall be conclusive evidence of their validity and of the regularity of their execution and delivery,
and all Certificates shall be incontestable from and after their execution and delivery. The Certificates shall
be deemed to be executed and delivered, within the meaning hereof, whenever the definitive Certificates
(or any temporary Certificates exchangeable therefor) shall have been delivered to the purchaser thereof
and the proceeds of sale thereof received.
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Section 2.13 Special Covenants as to Book-Entry Only System for Certificates. (a) Except
as otherwise provided in subsections (b) and (c) of this Section 2.13, all of the Certificates initially executed
and delivered shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company,
New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representation
Letter. Payment of the interest evidenced and represented by any Certificate registered in the name of Cede
& Co. shall be made on each Interest Payment Date for such Certificates to the account, in the manner and
at the address indicated in or pursuant to the Representation Letter.
(b) The Certificates initially shall be executed and delivered in the form of a single fully
registered certificate for each stated payment date of such Certificates, representing the aggregate principal
amount evidenced and represented by the Certificates payable on such payment date. Upon initial execution
and delivery, the ownership of all such Certificates shall be registered in the registration books maintained
by the Trustee pursuant to Section 2.08 hereof in the name of Cede & Co., as nominee of DTC, or such
other nominee as DTC shall request pursuant to the Representation Letter. The Trustee, the Local Agencies,
the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the
Certificates registered in its name or the name of its nominee for the purposes of payment of the principal
or Prepayment Price and interest evidenced and represented by such Certificates, selecting the Certificates
or portions thereof to be prepaid, giving any notice permitted or required to be given to Owners hereunder,
registering the transfer of Certificates, obtaining any consent or other action to be taken by Owners of the
Certificates and for all other purposes whatsoever; and neither the Trustee or the Authority or any paying
agent shall be affected by any notice to the contrary. Neither the Trustee, the Local Agencies nor the
Authority or any paying agent shall have any responsibility or obligation to any Participant (which shall
mean, for purposes of this Section 2.13, securities brokers and dealers, banks, trust companies, clearing
corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a
beneficial ownership interest in the Certificates under or through DTC or any Participant, or any other
person which is not shown on the registration books as being an Owner, with respect to (i) the accuracy of
any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any
amount in respect of the principal, Prepayment Price or interest evidenced and represented by the
Certificates, (iii) any notice which is permitted or required to be given to Owners of Certificates hereunder,
(iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial
prepayment of the Certificates, or (v) any consent given or other action taken by DTC as Owner of
Certificates. The Trustee shall pay all principal, premium, if any, and interest evidenced and represented
by the Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the
Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the
obligations with respect to the principal, premium, if any, and interest evidenced and represented by the
Certificates to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice
to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the
Certificates will be transferable to such new nominee in accordance with subsection (e) of this Section 2.13.
(c) In the event that the Authority determines that it is in the best interests of the Local
Agencies or the beneficial owners of the Certificates that they be able to obtain certificates, the Trustee
shall, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall notify the
Participants of the availability through DTC of such certificates. In such event, the Certificates will be
transferable in accordance with subsection (e) of this Section 2.13. DTC may determine to discontinue
providing its services with respect to the Certificates at any time by giving written notice of such
discontinuance to the Authority, the Local Agencies and the Trustee and discharging its responsibilities
with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance
with subsection (e) of this Section 2.13. Whenever DTC requests the Authority, the Local Agencies and
the Trustee to do so, the Trustee, the Local Agencies and the Authority will cooperate with DTC in taking
appropriate action after reasonable notice to arrange for another securities depository to maintain custody
of all certificates evidencing the Certificates then Outstanding. In such event, the Certificates will be
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transferable to such securities depository in accordance with subsection (e) of this Section 2.13, and
thereafter, all references in the Trust Agreement to DTC or its nominee shall be deemed to refer to such
successor securities depository and its nominee, as appropriate.
(d) Notwithstanding any other provision of the Trust Agreement to the contrary, so long as all
Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to
the principal, premium, if any, and interest evidenced and represented by each such Certificate and all
notices with respect to each such Certificate shall be made and given, respectively, to DTC as provided in
the Representation Letter.
(e) In the event that any transfer or exchange of Certificates is authorized under subsection (b)
or (c) of this Section 2.13, such transfer or exchange shall be accomplished upon receipt by the Trustee
from the registered Owner thereof of the Certificates to be transferred or exchanged and appropriate
instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of
Sections 2.06 and 2.07 hereof. In the event Certificates are delivered to Owners other than Cede & Co., its
successor as nominee for DTC as Owner of all the Certificates, another securities depository as Owner of
all the Certificates, or the nominee of such successor securities depository, the provisions of Sections 2.06
and 2.07 hereof shall also apply to, among other things, the registration, exchange and transfer of the
Certificates and the method of payment of principal, premium, if any, and interest evidenced and
represented by the Certificates.
ARTICLE III
REVENUES
Section 3.01 Pledge of Revenues; Assignment; Deposit of Local Agency Certificates. All
Revenues and any other amounts (including proceeds of the sale of the Certificates) held by the Trustee in
any fund or account established hereunder are hereby irrevocably pledged to the payment of the principal,
interest and premium, if any, evidenced and represented by the Certificates as provided herein, and the
Revenues shall not be used for any other purpose while any of the Certificates remain Outstanding;
provided, however, that out of the Revenues and other moneys there may be applied such sums for such
purposes as are permitted hereunder. This pledge shall constitute a first pledge of and charge and lien upon
the Revenues and all other moneys on deposit in the funds and accounts established hereunder for the
payment of the interest and principal evidenced and represented by the Certificates in accordance with the
terms hereof and thereof.
The Local Agency Certificates, as evidenced and represented by the Certificates, are hereby
irrevocably deposited with and pledged and transferred to the Trustee, who is the registered owner of each
Local Agency Certificate for the benefit of the Owners of the Certificates and the payments on the Local
Agency Certificates shall be used for the punctual payment of the interest and principal evidenced and
represented by the Certificates, and the Local Agency Certificates shall not be used for any other purpose
while any of the Certificates remain Outstanding. This deposit, transfer and pledge shall constitute a first
and exclusive lien on the principal and interest payments of the Local Agency Certificates for the foregoing
purpose in accordance with the terms hereof. The Trustee hereby accepts the deposit of the Local Agency
Certificates.
All principal and interest payments on the Local Agency Certificates shall be paid directly by the
Local Agencies to the Trustee. All principal and interest payments on the Local Agency Certificates
received by the Trustee shall be held in trust by the Trustee under the terms hereof and shall be deposited
by it, as and when received, in the appropriate Payment Account within the Certificate Payment Fund,
which fund the Trustee hereby agrees to maintain so long as any Certificates are Outstanding, and all money
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in such fund shall be held in trust by the Trustee for the benefit of the Local Agency submitting such money
until deposited in the funds specified in Section 3.02, whereupon such money shall be held in trust in such
funds by the Trustee for the benefit and security of the Owners to the extent provided herein, and invested
by the Trustee in accordance with each Local Agency’s Pricing Confirmation and any subsequent written
instruction to invest delivered in accordance with this Trust Agreement. If any Local Agency fails to make
the required deposits, the Trustee shall as soon as practical (but in any event within five Business Days)
notify such Local Agency and the Rating Agency of such failure. If the Trustee receives Certificate
payments from a Local Agency in excess of the amounts required to pay the principal and interest due on
such Local Agency’s Certificate on respective Interest Payment Date and/or Certificate Payment Date, such
excess amounts shall remain in the appropriate Local Agency’s Payment Account in the Certificate
Payment Fund and shall be transferred to such Local Agency following payment of the amount of
Certificates evidencing and representing such Local Agency’s Certificate. The Local Agencies, to the
extent they have any interest in such fund, hereby pledge, transfer, assign and grant a lien on and a security
interest in the Certificate Payment Fund to the Trustee for the benefit of the Owners.
The Authority hereby assigns to the Trustee all of the Authority’s rights and remedies under the
Certificates, the Local Agency Trust Agreements and the Agreements, including, but not limited to, the
Authority’s security interest in and lien upon the Revenues.
Section 3.02 Receipt and Deposit of Revenues in the Certificate Payment Fund. In order to
carry out and effectuate the pledge, charge and lien contained herein, the Authority agrees and covenants
that all Revenues when and as received shall be received by the Authority in trust hereunder for the benefit
of the Owners and shall be deposited when and as received by the Authority in the Certificate Payment
Fund which fund is hereby created and which fund the Authority hereby agrees and covenants to maintain
with the Trustee so long as any Certificates shall be Outstanding under the Trust Agreement. All Revenues
shall be accounted for separately for each Local Agency and held in trust in the Certificate Payment Fund.
All Revenues, whether received by the Authority in trust or deposited with the Trustee as herein provided,
shall nevertheless be allocated, applied and disbursed solely for the purposes and uses hereinafter in this
Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or
other resources of the Authority, and the Authority shall have no beneficial right or interest in any of the
Revenues except only as herein provided.
Section 3.03 Establishment and Maintenance of Accounts for Use of Money in the
Certificate Payment Fund. (a) All money in the Certificate Payment Fund shall be set aside by the Trustee
in the following respective special funds and accounts within the Certificate Payment Fund in the following
order of priority:
(1) Interest Fund, and within the Interest Fund, an Interest Payment Account for each Local
Agency;
(2) Principal Fund, and within the Principal Fund, a Principal Payment Account for each Local
Agency;
(3) Reserve Fund, and within the Reserve Fund, a Reserve Subaccount for each Local Agency;
(4) Administration Fund, and within the Administration Fund, an Administration Subaccount
for each Local Agency; and
(5) Surplus Account.
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(b) All money in each of such accounts shall be held in trust by the Trustee and shall be applied,
used and withdrawn only for the purposes hereinafter authorized in this section. Notwithstanding the
foregoing, the Trustee need not create separate accounts within the Interest Fund, the Principal Fund, the
Reserve Fund and the Administration Fund, but shall keep sufficient records to account separately for the
deposits attributable to each Local Agency.
(1) Interest Fund. On or before the Business Day immediately preceding each Interest
Payment Date, the Trustee shall set aside that amount of money representing the interest becoming due and
payable on the Local Agency Certificates on such Interest Payment Date. All money in the Interest Fund
shall be used and withdrawn by the Trustee solely for the purpose of paying the interest evidenced and
represented by the Certificates as it shall become due and payable (including accrued interest evidenced
and represented by any Certificates purchased or prepaid prior to the payment dates thereof).
(2) Principal Fund. On or before the Business Day immediately preceding each Certificate
Payment Date the Trustee shall set aside that amount of money representing the principal becoming due
and payable on the Local Agency Certificates on such Certificate Payment Date. All money in the Principal
Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal evidenced
and represented by the Certificates as it shall become due and payable, whether on their respective
Certificate Payment Dates or prepayment, except that any money in any sinking fund account shall be used
and withdrawn by the Trustee only to purchase or to prepay or to pay Term Certificates for which such
sinking fund account was created.
(3) Reserve Fund. The Trustee shall set aside from amounts deposited by each Local Agency
in the Certificate Payment Fund and deposit in each Local Agency’s Reserve Subaccount that amount of
money (or other authorized deposit of security) which shall be required to maintain the Reserve Subaccount
in the full amount of the Reserve Fund Requirement. No deposit need be made in any Reserve Subaccount
so long as there shall be on deposit therein a sum equal to the related Local Agency Reserve Fund
Requirement. All money in each Reserve Subaccount (including all amounts which may be obtained from
any insurance policy on deposit in the Reserve Subaccount) shall be used and withdrawn by the Trustee
solely for the purpose of replenishing the related Local Agency Interest Payment Account or the related
Local Agency Principal Payment Account, in that order, in the event of any deficiency at any time in either
of such Accounts, but solely for the purpose of paying the interest or principal payable in connection with
the [related Local Agency Agreement], except that any cash amounts in the Reserve Subaccounts in excess
of the amount required to be on deposit therein shall be withdrawn from the Reserve Subaccounts on each
Interest Payment Date and deposited in the related Local Agency Interest Payment Account.
In lieu of making a Local Agency Reserve Fund Requirement deposit or in replacement of moneys
then on deposit in any Reserve Subaccount (which shall be transferred by the Trustee to the Local Agency
upon delivery of an insurance policy satisfying the requirements stated below), a Local Agency may also
deliver to the Trustee an insurance policy (a “Qualified Reserve Instrument”) securing an amount,
together with moneys or Permitted Investments on deposit in the Reserve Subaccount, no less than the
Local Agency Reserve Fund Requirement, issued by an insurance company licensed to issue insurance
policies guaranteeing the timely payment of the principal and interest components of the [related Local
Agency Agreement] and whose unsecured debt obligations (or for which obligations secured by such
insurance company’s insurance policies) are rated in one of the two highest rating categories (without
respect to any modifier) of the Rating Agency; provided that in the event of a Qualified Reserve Instrument
is downgraded by a rating agency, the related Local Agency is not required to replace the Qualified Reserve
Instrument or deposit cash in the Local Agency’s Reserve Subaccount. Notwithstanding anything to the
contrary set forth in the Trust Agreement, amounts on deposit in the Reserve Fund shall be applied solely
to the payment of debt service due on the Certificates.
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[Each Local Agency][______ and ______] has provided a [Reserve Policy] to be credited to the
Local Agency’s Reserve Subaccount, and the Trustee shall make claims under the respective [Reserve
Policy] in accordance with the terms of the [Reserve Policy] and the Insurance Agreement. The [Reserve
Policy] is a Qualified Reserve Instrument.]
(4) Surplus Account. On the Business Day immediately following each Interest Payment Date
the Trustee shall deposit in the Surplus Account all money remaining in the Certificate Payment Fund after
the deposits required by paragraphs (1), (2), (3) and (4) of this section have been made. On June 30 of each
year, beginning on June 30, 20__, the Trustee shall disburse the money in the Surplus Account to each
Local Agency to the extent each such Local Agency’s deposit of moneys, together with investment earnings
thereon, if any, exceeded the deposits required by paragraphs (1), (2), and (3) of this section.
Section 3.04 Deposit and Investments of Money in Accounts and Funds. All money held by
the Trustee in any of the accounts or funds established pursuant hereto shall be invested and reinvested in
Permitted Investments at the Request of the respective Local Agency or Local Agencies received not less
than two (2) Business Days prior to the date of making such investment. The Trustee shall notify the
respective Local Agency or Local Agencies no less than two (2) Business Days prior to the date moneys
held hereunder will be available for investment, requesting that the respective Local Agency or Local
Agencies deliver to the Trustee a Request of the respective Local Agency or Local Agencies specifying the
Permitted Investments to be acquired by the Trustee with such moneys. All money held in the Reserve
Fund shall be invested and reinvested in Permitted Investments with a term to maturity not exceeding five
years or on the final maturity date of the Certificates, whichever date is earlier; provided, however, that if
an obligation may be prepaid at par on the Business Day prior to each Interest Payment Date during which
such obligation is outstanding, such obligation may have any maturity. If no such Request of the respective
Local Agency or Local Agencies is received, the Trustee shall hold such moneys uninvested. All such
Permitted Investments shall be valued by the Trustee not less frequently than semi-annually on each Interest
Payment Date at the lower of the cost or market value thereof. All interest or profits received prior to the
completion of each Project (as certified in writing by the related Authorized Local Agency Representative)
on any money so invested shall be deposited in the related Proceeds Subaccount of the Acquisition Fund,
and all interest or profits received subsequent thereto on any money so invested shall be deposited in the
related Local Agency Interest Payment Account. The Trustee may act as a principal or agent in making or
disposing of any investment, and all investments may be made through the Trustee’s investment department
or that of its affiliates. The Trustee or its affiliates may act as sponsor, agent manager or depository with
regard to any Permitted Investment. The Trustee shall not incur any liability for losses arising from any
investments made pursuant to this Section. The Trustee shall sell in a commercially reasonably manner, or
present for redemption, any investment security whenever it shall be necessary to provide moneys to meet
any required payment, transfer, withdrawal or disbursement from the fund or account to which such
investment security is credited and the Trustee shall not be liable or responsible for any loss resulting from
the acquisition or disposition of such investment security in accordance herewith. The parties acknowledge
that the Trustee is not providing investment supervision, recommendations, or advice.
[Notwithstanding the foregoing, in the event there is only one participating Local Agency identified
in Schedule I, notifications from the Trustee of the availability of funds for investment shall be provided to
the Local Agency and instructions for the investment of funds will be at the Request of the Local Agency.]
Section 3.05 Reserve Policy Payment and Reimbursement Provisions. The following
provisions shall govern in the event of a conflict with any contrary provision of the Trust Agreement.
[EXEMPLAR TERMS TO BE REVISED:
(a) The Local Agencies shall repay any draws under the [Reserve Policy] and pay all
related reasonable expenses incurred by the Insurer, [to be allocated on a pro rata basis (on the
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basis of the defaulted Purchase Payments and interest thereon payable by each Local Agency)
among the Local Agencies]. Interest shall accrue and be payable on such draws and expenses from
the date of payment by the Insurer at the Late Payment Rate. “Late Payment Rate” means the lesser
of (A) the greater of (i) the per annum rate of interest, publicly announced from time to time by
JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending
rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such changes are
announced by JPMorgan Chase Bank) plus [3]%, and (ii) the then applicable highest rate of interest
with respect to the Certificates, and (B) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases
to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base
lending rate of such national bank as the Insurer shall specify. If the interest provisions of this
subparagraph (a) shall result in an effective rate of interest which, for any period, exceeds the limit
of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess
of those lawfully collectible as interest for the period in question shall, without further agreement
or notice between or by any party hereto, be applied as additional interest for any later periods of
time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder
for such periods plus such additional interest would not exceed the limit of the usury or such other
laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by
the Insurer, with the same force and effect as if the respective Local Agency or Local Agencies had
specifically designated such extra sums to be so applied and the Insurer had agreed to accept such
extra payment(s) as additional interest for such later periods. In no event shall any agreed-to or
actual exaction as consideration for the indebtedness created herein exceed the limits imposed or
provided by the law applicable to this transaction for the use or detention of money or for
forbearance in seeking its collection.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, the “Policy Costs”) shall commence in the first month following each
draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate
of Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due,
then to the expenses due and then to principal due. As and to the extent that payments are made to
the Insurer on account of principal due, the coverage under the [Reserve Policy] will be increased
by a like amount, subject to the terms of the [Reserve Policy]. The obligation to pay Policy Costs
shall be secured by a valid lien on all Revenues (subject only to the priority of payment provisions
set forth under the Trust Agreement).
[As to each Local Agency’s Reserve Subaccount, all cash and investments therein shall be
transferred to the related Local Agency Interest Payment Account and Principal Payment Account,
as applicable, for payment of the debt service on the Certificates before any drawing may be made
on the [Reserve Policy] or any other Qualified Reserve Instrument credited to such Local Agency’s
Reserve Subaccount in lieu of cash.]
[Payment of any Policy Cost allocable to a Local Agency shall be made prior to
replenishment of any cash amounts with respect to a such Local Agency’s Reserve Subaccount.
To the extent that more than one Qualified Reserve Instrument is credited to a Local Agency’s
Reserve Subaccount, draws on all such Qualified Reserve Instruments (including the [Reserve
Policy]) on which there is available coverage shall be made on a pro rata basis (calculated by
reference to the coverage then available thereunder) after applying all available cash and
investments in the related Local Agency’s Reserve Subaccount. Payment of Policy Costs and
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reimbursement of amounts with respect to other Qualified Reserve Instruments shall be made on a
pro rata basis prior to replenishment of any cash drawn from the Reserve Fund. For the avoidance
of doubt, “available coverage” means the coverage then available for disbursement pursuant to the
terms of the applicable alternative credit instrument without regard to the legal or financial ability
or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of
such provider to honor any such claim or draw.]
(b) If any Local Agency shall fail to pay any Policy Costs in accordance with the
requirements of subparagraph (a) above, the Insurer shall be entitled to exercise any and all legal
and equitable remedies available to it, including those provided under the Trust Agreement other
than (i) acceleration of the maturity of the Certificates, or (ii) remedies which would adversely
affect owners of the Certificates.
(c) This Trust Agreement shall not be discharged until all Policy Costs owing to the
Insurer shall have been paid in full. The Local Agency’s obligation to pay such amount shall
expressly survive payment in full of the Local Agency Certificates and the Certificates; [any such
Policy Costs to be allocated on a pro rata basis (on the basis of the defaulted Purchase Payments
and interest thereon payable by each Local Agency) among the Local Agencies].
(d) The Trustee shall ascertain the necessity for a claim upon the [Reserve Policy] in
accordance with the provisions of paragraph (a) hereof and provide notice to the Insurer in
accordance with the terms of the [Reserve Policy] at least five Business Days prior to each date
upon which interest or principal is due on the Certificates.
(e) The [Reserve Policy] shall expire on the earlier of the date the Certificates are no
longer outstanding and the final maturity date of the Certificates.]
ARTICLE IV
COVENANTS
Section 4.01 Compliance with Trust Agreement. The Trustee will not execute or deliver any
Certificates in any manner other than in accordance with the provisions hereof; and the Local Agencies will
not suffer or permit any default to occur hereunder, but will faithfully observe and perform all the
agreements, conditions, covenants and terms contained herein required to be observed and performed by
them.Amendment of Agreements. The Local Agencies and the Authority will not amend or permit the
amendment of their respective Local Agency Trust Agreement without (a)(1) a determination that such
amendment does not materially adversely affect the interest of the Owners or the Insurer or (2) the written
consents of the Insurer and the Owners of a majority in aggregate principal amount of the Certificates then
Outstanding, and (b) an Opinion of Counsel to the effect that such amendment is authorized and permitted
by the Trust Agreement and is enforceable against the Authority; provided that no such supplement,
amendment, modification or termination shall reduce principal or interest payments on the Local Agency
Certificates or the amount of 2020 Installment Sale Payments to be made by any Local Agency pursuant to
an Agreement, or extend the time for making such payments, or permit the creation of any lien prior to or
on a parity with the lien created by such Local Agency Trust Agreement or Agreement on Revenues (except
as expressly provided in such Local Agency Trust Agreement), in each case without the written consent of
all of the Owners of the Certificates then Outstanding. [The Local Agencies and the Trustee will not amend
or permit the amendment of the Local Agency Certificates or the Local Agency Trust Agreements without
(a)(1) a determination that such amendment does not materially adversely affect the interest of the Owners
or (2) the written consents of the Owners of a majority in aggregate principal amount of the Certificates
then Outstanding, and (b) an Opinion of Counsel to the effect that such amendment will not cause interest
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on the Local Agency Certificates to be included in gross income for federal income tax purposes; provided
that, no such amendment shall reduce the rate of interest or amount of principal or extend the time of
payment thereof with respect to any Local Agency Certificate.]
Section 4.03 Against Encumbrances. The Authority will not make any pledge of or place any
charge or lien upon the Revenues except as provided herein, and will not issue any bonds, Local Agency
Certificates or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the
Revenues except the Certificates. So long as any Certificates are Outstanding, the Local Agencies will not
create or suffer to be created any pledge of or lien on the respective Local Agency Certificates other than
the pledge and lien hereof.
Section 4.04 Accounting Records and Reports. The Trustee shall keep proper books of record
and account in accordance with industry standards in which complete and correct entries shall be made of
all transactions made by the Trustee relating to the receipt, investment, disbursement, allocation and
application of all funds received by the Trustee hereunder. Such records shall specify the account or fund
to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in
the case of each investment: (a) its purchase price; (b) identifying information, including par amount,
coupon rate, and payment dates; (c) the amount received at maturity or its sale price, as the case may be;
(d) the amounts and dates of any payments made with respect thereto; and (e) such documentation as is
required to be obtained as evidence to establish that all investments have been purchased in arms’ length
transactions with no amounts paid to reduce the yield on the investments.
Such records shall be open to inspection by the Authority and any Local Agency at any reasonable
time during regular business hours on reasonable notice.
Section 4.05 Observance of Laws and Regulations. The Local Agencies will faithfully
observe and perform all lawful and valid obligations or regulations now or hereafter imposed on them by
contract, or prescribed by any state or national law, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or
privilege now owned or hereafter acquired by them, including their right to exist and carry on their
respective businesses, to the end that such observance or performance is material to the transactions
contemplated hereby. In the event that any property or funds contemplated hereunder shall be attached,
garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order
of a court, or any order, judgment or decree shall be made or entered by any court order affecting such
property or funds, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems
appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by
legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that
the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the parties
or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such
writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Section 4.06 Further Assurances. Whenever and so often as reasonably requested to do so by
the Trustee or any Owner, the Local Agencies will promptly execute and deliver or cause to be executed
and delivered all such other and further assurances, documents or instruments, and promptly do or cause to
be done all such other and further things as may be necessary or reasonably required in order to further and
more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and
advantages conferred or intended to be conferred upon them hereby.
Section 4.07 Recordation and Filing. The Local Agency will file, record, register, renew,
refile and rerecord all such documents, including financing statements (or continuation statements in
connection therewith), as may be required by law in order to maintain at all times a security interest in the
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[Local Agency Trust Agreements and the Agreements] under and pursuant to the Trust Agreement, all in
such manner, at such times and in such places as may be required in order to fully perfect, preserve and
protect the benefit, protection and security of the Owners and the Insurer, and the rights of the Trustee
hereunder, and the Local Agencies will do whatever else may be necessary or be reasonably required in
order to perfect and continue the pledge of and lien on the [Local Agency Trust Agreements and the
Agreements] as provided herein.
ARTICLE V
THE TRUSTEE
Section 5.01 The Trustee. The Local Agencies hereby appoint and employ the Trustee to
receive, deposit and disburse the payments on the Local Agency Certificates as provided herein.
Wilmington Trust, National Association shall serve as the Trustee for the Certificates for the purpose of
receiving all money which the Authority and the Local Agencies are required to deposit with the Trustee
hereunder and for the purpose of allocating, applying and using such money as provided herein and for the
purpose of paying the interest, principal and prepayment premiums, if any, evidenced and represented by
the Certificates presented for payment in Costa Mesa, California, with the rights and obligations provided
herein. The Authority agrees that it will at all times maintain a Trustee having a designated office in San
Francisco, Costa Mesa, or Los Angeles, California..
The Authority may at any time, unless there exists any event of default as defined in Section 7.01,
remove the Trustee and be discharged from its duties and obligations hereunder at any time initially
appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in
writing; provided that any such successor shall (i) be a bank or trust company doing business and having a
principal office in San Francisco or Los Angeles, California, (ii) have (or in the case of a bank or trust
company which is part of a bank holding company system, the related bank holding company shall have) a
combined capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars
($75,000,000) and (iii) be subject to supervision or examination by federal or state authority. If such bank
or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of
any supervising or examining authority above referred to, then for the purpose of this section the combined
capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. The Trustee may at any time resign and be
discharged from its duties and obligations hereunder at any time by giving written notice of such resignation
to the Authority and by mailing to the Owners notice of such resignation. Upon receiving such notice of
resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any
removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only
upon the acceptance of appointment by the successor Trustee. If, within thirty (30) days after notice of the
removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have
accepted such appointment, the removed or resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if
any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having
the qualifications required hereby.
The Trustee is hereby authorized to prepay the Certificates when duly presented for payment on
their respective Certificate Payment Dates or on prior prepayment. The Trustee shall cancel all Certificates
upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Certificates it
has received in accordance with its retention policy then in effect. The Trustee shall keep accurate records
of all Certificates paid and discharged and canceled by it.
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The Authority, solely from amounts held in the Costs of Issuance Fund or paid by the Local
Agencies specifically for such purpose, shall from time to time, subject to any agreement between the
Authority and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the
Trustee for all its advances and expenditures, including, but not limited to, advances to and fees and
expenses of independent accountants and in-house and other counsel and other experts employed by it and
reasonably required in the exercise and performance of its rights and obligations hereunder, and, to the
extent permitted by law, indemnify and hold the Trustee and its officers, directors, employees and agents
harmless against any claim, loss, liability, damages, expenses (including fees, costs and expenses of
counsel) and advances not arising from the Trustee’s own negligence or willful misconduct, which the
Trustee may incur in the exercise and performance of its rights and obligations hereunder. The obligations
of the Authority under this paragraph to compensate, indemnify, reimburse and hold the Trustee harmless
shall constitute additional indebtedness hereunder, and such indebtedness shall have priority over the
Certificates in respect of all property and funds held or collected by the Trustee as such, except funds held
in trust by the Trustee for the benefit of the Owners of particular Certificates, including, without limitation,
funds held by the Trustee in trust to prepay all or a portion of Outstanding Certificates prior to their
respective Certificate Payment Dates for which a notice of prepayment has been sent as provided herein.
Section 5.02 Liability of Trustee. The recitals of facts, agreements and covenants herein and
in the Certificates shall be taken as recitals of facts, agreements and covenants of the Authority, and the
Trustee assumes no responsibility for the use of any proceeds of the Certificates, the correctness of the
same, the collection of the Revenues or makes any representation as to the sufficiency or validity hereof,
of the Certificates or any security therefor or any offering material distributed in connection with the
Certificates and shall not incur any responsibility in respect thereof other than in connection with the rights
or obligations assigned to or imposed upon it herein, in the Certificates or in law or equity. The Trustee
shall not be liable in connection with the performance of its duties hereunder except for its own negligence,
willful misconduct or breach of fiduciary duty.
The Trustee shall not be bound to recognize any person as the Owner of a Certificate unless and
until such Certificate is submitted for inspection, if required, and such Certificate is registered in such
person’s name.
Whenever the Trustee shall deem it necessary or desirable that a factual or legal matter be
established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by a certificate conforming to the
requirements herein or an opinion of counsel, which certificate or opinion shall be full warrant to the Trustee
for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the
Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence
as it may deem reasonable.
In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in
its individual capacity and all persons, including without limitation the Owners, the Authority and the Local
Agencies, having any claim against the Trustee arising from the Trust Agreement not attributable to the
Trustee’s negligence or willful misconduct shall look only to the funds and accounts held by the Trustee
hereunder for payment except as otherwise provided herein. The duties and obligations of the Trustee shall
be determined solely by the express provisions of the Trust Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set forth in the Trust Agreement, and
no implied covenants or obligations (fiduciary or otherwise) shall be read into the Trust Agreement against
the Trustee. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be
responsible for nor have any duty to monitor the performance or any action of the Authority or Local
Agencies, or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any
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liability in connection with the malfeasance or nonfeasance by such party. Trustee may assume
performance by all such Persons of their respective obligations. The Trustee shall have no enforcement or
notification obligations relating to breaches of representations or warranties of any other Person. The
Trustee shall not be liable with respect to any action taken or not taken hereunder in good faith in accordance
with the direction of the Owners of not less than a majority in aggregate principal amount of the Certificates
at the time Outstanding. The Trustee shall, during the existence of any event of default (which has not been
cured), exercise such of the rights and powers vested in it by the Trust Agreement, and use the same degree
of care and skill in their exercise, as a prudent person would exercise of use under the circumstances in the
conduct of its own affairs. The permissive right of the Trustee to do things enumerated in the Trust
Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or
willful misconduct. The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Trust Agreement at the request or direction of Authority or Local Agencies, pursuant to the
provisions of this Trust Agreement, unless such Authority or Local Agencies shall have offered to the
Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the
costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.
The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees
and agents and such immunities and exceptions and its right to payment of its fees and expenses shall
survive its resignation or removal and the final payment and defeasance of the Local Agency Certificates
and the Certificates. Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Certificates. The Trustee, in its individual or any other capacity, may become
the Owner of any Certificates or other obligations of any party hereto with the same rights which it would
have if not the Trustee. At any and all reasonable times, the Trustee, and its agents shall have the right to
fully inspect the Projects, including all books, papers and records of the Local Agencies pertaining to the
Projects and the Certificates, and to take such memoranda therefrom and with regard thereto and make
photocopies thereof as may be desired. The Trustee shall not be required to give any bond or surety in
respect of the execution of said trusts and powers or otherwise in respect of the premises. Before taking or
refraining from any action hereunder at the request or direction of the Owners, the Trustee may require that
an indemnity bond satisfactory to the Trustee be furnished to it and be in full force and effect. None of the
provisions contained herein or in the [Local Agency Trust Agreements and the Agreements] shall require
the Trustee to expend or risk its own funds or continue to do so or otherwise incur individual financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers if it shall
reasonably believe that repayment of such funds or adequate indemnity against such risk or liability is not
assured to it. The Trustee may rely and shall be protected in acting or failing to act upon any paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default
hereunder except failure by the Local Agencies to make any payment of principal or interest under the
[Local Agency Trust Agreements and the Agreements] when due, unless a responsible officer of the Trustee
shall receive actual notice in writing at its corporate trust office of such default by the Owners of not less
than 25% of the aggregate principal amount of Certificates then Outstanding. Notwithstanding any other
provision hereof, the Trustee shall have the right, but shall not be required, to demand any showings,
certificates, opinions, appraisals or other information, or official action or evidence thereof, required as a
condition of such action deemed by the Trustee to be desirable for the purpose of establishing the rights of
the Trustee with respect to the authentication of any Certificates, the withdrawal of any cash, the release of
any property or the taking of any other action by the Trustee.
The Trustee shall be entitled to request and receive written instructions from the Authority, the
Local Agencies and the Owners and shall have no responsibility or liability for any losses or damages of
any nature that may arise from any action taken or not taken by the Trustee in accordance with the written
direction of any such party. The Trustee shall be entitled to request and receive written direction given
pursuant hereto sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic
methods; provided, however, that the Trustee shall have received an incumbency certificate from each
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Local Agency listing persons designated to give such instructions or directions and containing specimen
signatures of such designated persons, which such incumbency certificate shall be amended and replaced
whenever a person is to be added or deleted from the listing. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from any action taken or not taken by the Trustee or from
the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction. Each Local Agency agrees to assume all
risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of interception and misuse by third party.
The Trustee shall not be responsible for the sufficiency of the payments on the Local Agency
Certificates, or of the assignment made to it of all rights to receive the payments on the Local Agency
Certificates and shall not be deemed to have knowledge of any Event of Default unless and until it shall
have actual knowledge thereof or have received written notice thereof at the Principal Trust Office of the
Trustee. The Trustee shall not be accountable for the use or application by the Local Agencies, or any other
party, of any funds which the Trustee properly releases to the Local Agencies or which the Local Agencies
may otherwise receive from time to time. The Trustee makes no representation concerning, and has no
responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee
of this Trust Agreement, any Certificate, any Local Agency Certificate, any Local Agency Trust
Agreement, Agreement or of any other paper or document, or for taking any action on them (except as
specifically and expressly stated for the Trustee in this Trust Agreement), or with respect to any obligation
of the Local Agencies.
The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and
to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure”
means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising
due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire,
floods, earthquakes, epidemics, present or future law or regulation or governmental authority, civil or
military disturbances, interruptions, loss or malfunctions of utilities, computer (hardware or software) or
communication service, accidents, labor disputes, unavailability of the Federal Reserve Bank wire or telex
or other wire or communication facility, or other similar occurrences. In no event shall the Trustee be
responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised
of the likelihood of such loss or damage and regardless of the form of action.
[Subject to the requirements of Section 5.01, any corporation into which any Trustee hereunder
may be merged or with which it may be consolidated, or any corporation resulting from any merger or
consolidation to which any Trustee hereunder shall be a party, or to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole, shall be the successor Trustee under this
Indenture without the execution or filing of any paper or any further act on the part of the parties hereto,
anything herein to the contrary notwithstanding.]
ARTICLE VI
AMENDMENT OF THE TRUST AGREEMENT
Section 6.01 Amendment of the Trust Agreement. The Trust Agreement and the rights and
obligations of the Authority, the Local Agencies, the Trustee and the Owners may be amended at any time
by a Supplemental Trust Agreement which shall become binding when the written consents of the Insurer
and the Owners of a majority in aggregate principal amount evidenced and represented by the Certificates
then Outstanding, exclusive of Certificates disqualified as provided in Section 6.02, are filed with the
Trustee. No such amendment shall (1) extend the Certificate Payment Date of or reduce the interest rate
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on or amount of interest or principal or prepayment premium, if any, evidenced and represented by any
Certificate without the express written consent of the Insurer and the Owner of such Certificate, or
(2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided
herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the
Certificates, or (3) reduce the percentage of Certificates required for the written consent to any such
amendment or any amendment of an agreement pursuant to Section 4.02 hereof, or (4) modify any rights
or obligations of the Trustee, the Authority or the Local Agencies without their prior written assent thereto,
respectively.
The Trust Agreement and the rights and obligations of the Authority, the Local Agencies and of
the Owners may also be amended at any time by a Supplemental Trust Agreement which shall become
binding upon adoption without the consent of any Owners, but only to the extent permitted by law and after
receipt of an approving Opinion of Counsel, for any purpose that will not in the judgment of the Authority
or as set forth in an opinion of bond counsel materially adversely affect the interests of the Owners,
including (without limitation) for any one or more of the following purposes -
(a) to add to the agreements and covenants required herein to be performed by the
Authority other agreements and covenants thereafter to be performed by the Authority or the Local
Agencies, or to surrender any right or power reserved herein to or conferred herein on the Authority
or the Local Agencies;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting,
curing or supplementing any defective provision contained herein or in regard to questions arising
hereunder which the Authority or the Local Agencies may deem desirable or necessary and not
inconsistent herewith;
(c) to add to the agreements and covenants required herein, such agreements and
covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of
1939; or
(d) for any other purpose that does not materially adversely affect the interests of the
Owners or the Insurer.
Section 6.02 Disqualified Certificates. Certificates owned or held by or for the account of the
Authority or the Local Agencies shall not be deemed Outstanding for the purpose of any consent or other
action or any calculation of Outstanding Certificates provided in this article, and shall not be entitled to
consent to or take any other action provided in this article.
Section 6.03 Endorsement or Replacement of Certificates After Amendment. After the
effective date of any action taken as hereinabove provided, the Authority may determine that the Certificates
may bear a notation by endorsement in form approved by the Authority as to such action, and in that case
upon demand of the Owner of any Outstanding Certificates and presentation of their Certificate for such
purpose at the office of the Trustee a suitable notation as to such action shall be made on such Certificate.
If the Authority shall so determine, new Certificates so modified as, in the opinion of the Authority, shall
be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the
Owner of any Outstanding Certificate a new Certificate or Certificates shall be exchanged at the office of
the Trustee without cost to each Owner for its Certificate or Certificates then Outstanding upon surrender
of such Outstanding Certificates.
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Section 6.04 Amendment by Mutual Consent. The provisions of this article shall not prevent
any Owner from accepting any amendment as to the particular Certificates held by them, provided that due
notation thereof is made on such Certificates.
Section 6.05 Information to Rating Agency. The Authority shall provide any Rating Agency
rating the Certificates a copy of each amendment to the Trust Agreement and the [Local Agency Trust
Agreements and the Agreements] promptly following the execution or adoption of such amendment.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 7.01 Events of Default. If any default in the payment of principal of or interest on any
Local Agency Certificate [of either Series of Local Agency Certificates] or any other “Event of Default”
defined in a Local Agency Trust Agreement or Agreement shall occur and be continuing, or if any default
shall be made by a Local Agency or Local Agencies in the performance or observance of any other of the
covenants, agreements or conditions on its part herein contained and such default shall have continued for
a period of thirty (30) days after written notice thereof shall have been given to the respective Local Agency
or Local Agencies by the Trustee or the Owners of not less than a majority in aggregate principal amount
evidenced and represented by the Certificates at the time Outstanding, then such default shall constitute an
“Event of Default” hereunder, and in each and every such case during the continuance of such Event of
Default the Trustee or the Owners of not less than a majority in aggregate principal amount evidenced and
represented by the Certificates at the time Outstanding shall be entitled, upon notice in writing to the
respective Local Agency or Local Agencies, but subject to the provisions of Section 7.06, to exercise the
remedies provided under the [Local Agency Trust Agreements and the Agreements] then in default which
are necessary or desirable to collect each such Local Agency’s 2020 Installment Sale Payments. No grace
period shall be permitted for payment defaults.
The Owners of Certificates, for purposes of this Trust Agreement and the Local Agency Trust
Agreement and Agreement of each Local Agency, to the extent of their interest, shall be treated as owners
of the Local Agency Certificates and shall be entitled to all rights and security of the owners of Local
Agency Certificates pursuant to each Local Agency Certificate and Local Agency Trust Agreement,
Agreement and this Trust Agreement, and shall be treated for all purposes as owners of the Local Agency
Certificates. Each Local Agency recognizes the rights of the Owners of the Certificates, acting directly or
through the Trustee, to enforce the obligations and covenants contained in its Local Agency Certificate, its
Local Agency Trust Agreement, Agreement and this Trust Agreement; provided that in no event shall a
Local Agency be liable for any obligations, covenants or damages except those which arise out of its Local
Agency Certificate and its Local Agency Trust Agreement and Agreement, and, in particular, no Local
Agency shall be liable for any obligations, liabilities, acts or omissions of any other Local Agency.
The Owners of Certificates, for purposes of the Trust Agreement and the Local Agency Trust
Agreement and Agreement of each Local Agency, to the extent of their interest, shall be entitled to all rights
and security of the Authority pursuant to each Local Agency Trust Agreement and Agreement and the Trust
Agreement. Each Local Agency recognizes the rights of the Owners of the Certificates, acting directly or
through the Trustee, to enforce the obligations and covenants contained in the [Local Agency Trust
Agreements and the Agreements] and the Trust Agreement; provided that in no event shall any Local
Agency be liable for any obligations, covenants or damages except those which arise out of the [Local
Agency Trust Agreements and the Agreements], and, in particular, no Local Agency shall be liable for any
obligations, liabilities, acts or omissions of any other Local Agency.
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Section 7.02 Application of Funds Upon Acceleration of Agreement. All moneys received
by the Trustee pursuant to any right given or action taken under the provisions of this Article VII shall be
deposited into a segregated payment account of the Certificate Payment Fund relating to each, if any,
defaulting Local Agency’s Agreement and be applied by the Trustee in the following order:
First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the
provisions of this article, including reasonable compensation to its agents, accountants and
counsel and including any indemnification expenses;
Second, to the payment of the principal and interest payable with respect to the Certificates,
in connection with a mandatory prepayment of Certificates pursuant to Section 2.03(b)
hereof and the delivery of a Cash Flow Report; and
Third, to the payment of amounts owed to the Insurer not paid pursuant to First and Second
above.
Section 7.03 Other Remedies of the Trustee. The Trustee shall have the right
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce
its rights hereunder against any Local Agency or any supervisor, council member, board member,
trustee, member, officer or employee thereof, and to compel such Local Agency or any such
supervisor, council member, board member, trustee, member, officer or employee thereof to
observe or perform its or his or her duties under applicable law and the agreements, conditions,
covenants and terms contained herein, or in the applicable Note and Local Agency Trust Agreement
and Agreement, required to be observed or performed by it or him or her;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights
of the Trustee or the Owners; or
(c) by suit in equity upon the happening of any default hereunder to require any Local
Agency and any supervisor, council member, board member, trustee, member, officer and
employee to account as the trustee of any express trust.
Section 7.04 Non-Waiver. A waiver by the Trustee of any default hereunder or breach of any
obligation hereunder shall not affect any subsequent default hereunder or any subsequent breach of an
obligation hereunder or impair any rights or remedies on any such subsequent default hereunder or on any
such subsequent breach of an obligation hereunder. No delay or omission by the Trustee to exercise any
right or remedy accruing upon any default hereunder shall impair any such right or remedy or shall be
construed to be a waiver of any such default hereunder or an acquiescence therein, and every right or remedy
conferred upon the Trustee by applicable law or by this article may be enforced and exercised from time to
time and as often as shall be deemed expedient by the Trustee.
If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or
determined adversely to the Trustee or the Local Agencies, the Trustee and the Local Agencies shall be
restored to their former positions, rights and remedies as if such action, proceeding or suit had not been
brought or taken.
Section 7.05 Actions by Trustee as Attorney-in-Fact. Any action, proceeding or suit which
any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the
Trustee for the equal benefit and protection of all Owners, whether or not the Trustee is an Owner, and the
Trustee is hereby appointed (and the successive Owners, by taking and holding the Certificates executed
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and delivered hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorney-
in-fact of the Owners for the purpose of bringing any such action, proceeding or suit and for the purpose of
doing and performing any and all acts and things for and on behalf of the Owners as a class or classes as
may be advisable or necessary in the opinion of the Trustee as such attorney-in-fact.
Section 7.06 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the
Owners is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity
or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy
conferred by the Act or any other law. If any remedial action hereunder is discontinued or abandoned, the
Trustee and the Owners shall be restored to their former positions.
Section 7.07 Limitation on Owners’ Right to Sue. No Owner of any Certificate executed and
delivered hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any
remedy under or upon the Trust Agreement, unless (a) such Owner shall have previously given to the
Trustee written notice of the occurrence of an event of default as defined in Section 7.01 hereunder; (b) the
Owners of at least a majority in aggregate principal amount of all the Certificates then Outstanding shall
have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such
suit, action or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such
request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty
(60) days after such request and consent shall have been received by, and said tender of indemnity shall
have been made to, the Trustee.
Such notification, request, consent, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any owner of Certificates of any
remedy hereunder; it being understood and intended that no one or more owners of Certificates shall have
any right in any manner whatever by its or their action to enforce any right under the Trust Agreement,
except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision
of the Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the
equal benefit of all Owners of the Outstanding Certificates.
Section 7.08 Limited Liability of the Local Agencies. Except as expressly provided in the
[Local Agency Trust Agreements and the Agreements], the Local Agencies shall not have any obligation
or liability to the Authority, the Trustee or the Owners, with respect to the Trust Agreement or the
preparation, execution, delivery, transfer, exchange or cancellation of the Certificates or the receipt, deposit
or disbursement of the principal and interest payable with respect to the [Local Agency Trust Agreements
and the Agreements] by the Trustee, or with respect to the performance by the Trustee of any obligation
contained herein required to be performed by it. The obligation of each Local Agency under its Local
Agency Trust Agreement, its Agreement and the Trust Agreement is a several and not a joint obligation
and is strictly limited to such Local Agency’s 2020 Installment Sale Payments and Administration Fee due
under its Agreement, and to its Revenues and all money in the Pledged Tax Fund and in the funds and
accounts so specified and provided for and defined in its Agreement. [Except for the payment when due of
the principal of and interest on the Local Agency Certificates (which shall be payable only from moneys
available therefor as set forth in Section __ of the Local Agency Trust Agreements) and the observance and
performance of the other agreements, conditions, covenants and terms contained in the Local Agency
Certificates and the Local Agency Trust Agreement and Agreements, the Local Agencies shall not have
any obligation or liability to the Owners with respect to the Trust Agreement or the preparation, execution,
delivery, transfer, exchange or cancellation of the Certificates or the receipt, deposit or disbursement of the
principal of and interest on the Local Agency Certificates by the Trustee, or with respect to the performance
by the Trustee of any obligation contained herein required to be performed by it.]
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Notwithstanding anything to the contrary herein or in the [Local Agency Trust Agreements and the
Agreements], no Local Agency shall incur any obligation on account of any default, action or omission of
any other Local Agency.
Section 7.09 Limited Liability of the Authority. Except as expressly provided herein, the
Authority shall not have any obligation or liability to the Trustee or the Owners, with respect to the payment
when due of the Local Agency Certificates by the Local Agencies, or with respect to the observance or
performance by the Local Agencies of the other agreements, conditions, covenants and terms contained in
the [Local Agency Trust Agreements and the Agreements], or with respect to the performance by the
Trustee of any obligation contained herein required to be performed by it. Notwithstanding anything to the
contrary contained in the Certificates, the Trust Agreement or any other document related thereto, the
Authority shall not have any liability hereunder or by reason hereof or in connection with any of the
transactions contemplated hereby except to the extent payable from moneys received from or with respect
to the [Local Agency Trust Agreements and the Agreements] and available thereof in accordance with the
Trust Agreement.
ARTICLE VIII
DEFEASANCE
Section 8.01 Discharge of Certificates. (a) If the Local Agencies shall pay or cause to be paid
or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest, principal and
prepayment premiums, if any, evidenced and represented thereby at the times and in the manner stipulated
herein and therein, and the Insurer shall have been paid all amounts owed to the Insurer under the Insurance
Policy and the [Reserve Policy], then the Owners of such Certificates shall cease to be entitled to the pledge
of and charge and lien upon the Revenues as provided herein, the pledge of and lien on the Local Agency
Certificates and any interest in the funds held hereunder as provided herein, and all agreements, covenants
and other obligations of the Authority and the Local Agencies to the Owners of such Certificates hereunder
shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the
Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to
evidence such discharge and satisfaction and the Trustee shall pay over or deliver to the Authority all money
or securities held by it pursuant hereto which are not required for the payment of the interest and principal
and prepayment premiums, if any, evidenced and represented by such Certificates.
(b) [If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners
of all Outstanding Certificates the interest and principal evidenced and represented thereby at the times and
in the manner provided herein and therein, then such Owners shall cease to be entitled to the pledge of and
lien on the Local Agency Certificates and any interest in the funds held hereunder as provided herein, and
all agreements and covenants of the Local Agencies to such Owners hereunder and under the Local Agency
Trust Agreement and Agreement shall thereupon cease, terminate and become void and shall be discharged
and satisfied.][If any Local Agency shall pay or cause to be paid all or any portion of unpaid principal
installments of its 2020 Installment Sale Payments, prior to their payment dates or dates of prepayment in
the manner provided its Agreement, and all related allocable amounts owed the Insurer shall have been paid
in full, within the meaning of and with the effect expressed in Section 7.01 of its Agreement, and the prepaid
Local Agency Certificates designated as principal components and interest coming due on the Certificate
Payment Date designated in writing by the Local Agency is paid to the Owners of all Outstanding
Certificates, then the Owners of such Certificates shall cease to be entitled to the pledge of and charge and
lien upon such Revenues and on the Local Agency Certificates and any interest in the funds held hereunder
as provided herein, as provided herein and, if such payment shall pay the Certificates in full on the maturity
or prepayment date, all agreements, covenants and other obligations of the Authority and the Local Agency
to the Owners of such Certificates hereunder shall thereupon cease, terminate and become void and be
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discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority all such
instruments as may be necessary or desirable to evidence such discharge and satisfaction and the Trustee
shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not
required for the payment of the interest and principal and prepayment premiums, if any, evidenced and
represented by such Certificates.]
(c) Any Outstanding Certificates shall prior to the maturity date or prepayment date thereof be
deemed to have been paid within the meaning of and with the effect expressed in [subsection (a)] of this
section if (1) in case any of such Certificates are to be prepaid on any date prior to their respective Certificate
Payment Dates, the Authority shall have given to the Trustee in form satisfactory to it irrevocable
instructions to provide notice in accordance with Section 2.03, (2) there shall have been deposited with the
Trustee either (A) money in an amount which shall be sufficient or (B) Defeasance Obligations, in each
case the interest on and principal of which when paid will provide money which, together with the money,
if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent
Certified Public Accountant, to pay when due the interest to become due with respect to such Certificates
on and prior to the Certificate Payment Date or prepayment date thereof, as the case may be, and the
principal and prepayment premiums, if any, evidenced and represented by such Certificates, and (2) in the
event such Certificates are not by their terms subject to prepayment within the next succeeding sixty (60)
days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as
soon as practicable, a notice to the Owners of such Certificates that the deposit required by clause (2) above
has been made with the Trustee and that such Certificates are deemed to have been paid in accordance with
this section and stating the Certificate Payment Date or prepayment date upon which money is to be
available for the payment of the principal and prepayment premiums, if any, with respect to such
Certificates. In addition, the Authority shall cause to be delivered to the Insurer (i) a report of an
Independent Certified Public Accountant or such other accountant as shall be acceptable to the Insurer
verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or
prepayment date (“Verification”), (ii) an escrow deposit agreement or refunding instructions and
agreement (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally
recognized bond counsel to the effect that the Certificates are no longer “Outstanding” under the Trust
Agreement, and (iv) a certificate of discharge of the Trustee with respect to the Certificates; each
Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the
Authority and the Trustee. The Insurer shall be provided with final drafts of the above-referenced
documentation not less than five Business Days prior to the funding of the escrow.
Certificates shall be deemed “Outstanding” under the Trust Agreement unless and until they are in
fact paid and retired or the above criteria are met.
Section 8.02 Unclaimed Money. Anything contained herein to the contrary notwithstanding,
any money held by the Trustee in trust for the payment and discharge of any of the Certificates which
remains unclaimed for two (2) years after the date when such Certificates have become due and payable,
either at their stated Certificate Payment Dates or by call for prepayment prior to such dates, if such money
was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited
with the Trustee after the date when such Certificates have become due and payable, shall be repaid by the
Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released
and discharged with respect thereto and the Owners shall not look to the Trustee for the payment of such
Certificates. Any moneys held by the Trustee in trust for the payment and discharge of any Certificates
shall not bear interest or be otherwise invested from and after such Certificate Payment Date or prepayment
date.
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ARTICLE IX
PROVISIONS RELATED TO THE INSURER AND THE INSURANCE POLICY
Section 9.01 General Provisions. Exhibit B attached hereto relating to the Insurer and the
Policy is incorporated by reference into the Trust Agreement. Notwithstanding anything to the contrary,
the provisions of Exhibit B shall control and supersede any conflicting or inconsistent provisions in the
Trust Agreement.
ARTICLE X
MISCELLANEOUS
Section 10.01 Liability of Authority Limited to Revenues. The Certificates are limited
obligations of the Authority and are payable, as to interest, principal and any premiums upon the
prepayment of any thereof, solely from the Revenues as provided herein, and the Authority is not obligated
to pay them except from the Revenues. All the Certificates are equally secured by a pledge of and charge
and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the
interest, principal and prepayment premiums, if any, with respect to the Certificates as provided herein.
The Certificates are not a debt of the Authority, the Local Agencies, the State of California or any of its
political subdivisions, and neither the Authority, the Local Agencies, said State nor any of its political
subdivisions is liable thereon, nor in any event shall the Certificates be payable out of any funds or
properties other than those of the Authority as provided herein. The Certificates do not constitute an
indebtedness within the meaning of any constitutional or statutory limitation or restriction.
Section 10.02 Benefits of the Trust Agreement Limited to Parties. Nothing contained herein,
expressed or implied, is intended to give to any person other than the Local Agencies, the Authority, the
Trustee, the Insurer and the Owners any right, remedy or claim under or by reason hereof. Any agreement
or covenant required herein to be performed by or on behalf of the Local Agencies or the Authority shall
be for the sole and exclusive benefit of the Trustee, the Authority, the Insurer and the Owners. The Insurer
is a third party beneficiary of the Trust Agreement [and the [Local Agency Trust Agreements and the
Agreements]].
Section 10.03 Successor Is Deemed Included In All References To Predecessor. Whenever
any of the Local Agencies, the Authority, the Trustee or any officer thereof is named or referred to herein,
such reference shall be deemed to include the successor to the powers, duties and functions that are presently
vested in the Local Agencies, the Authority or the Trustee or such officer, and all agreements, conditions,
covenants and terms contained herein required to be observed or performed by or on behalf of the Local
Agencies, the Authority or the Trustee or any officer thereof shall bind and inure to the benefit of the
respective successors thereof whether so expressed or not.
Section 10.04 Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in
writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or
other instrument or of any writing appointing such attorney may be proved by the certificate of any notary
public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory
in which he purports to act that the person signing such declaration, request or other instrument or writing
acknowledged to them the execution thereof, or by an affidavit of a witness of such execution duly sworn
to before such notary public or other officer. The ownership of any Certificates and the amount, maturity,
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number and date of holding the same may be proved by the registration books relating to the Certificates at
the office of the Trustee.
Any declaration, request or other instrument or writing of the Owner of any Certificate shall bind
all future Owners of such Certificate with respect to anything done or suffered to be done by the Local
Agencies, the Authority or the Trustee in good faith and in accordance therewith.
Section 10.05 Waiver of Personal Liability; No Liability of Authority Members. No
member, officer or employee of the Authority or any Local Agency shall be individually or personally liable
for the payment of the interest, principal or prepayment premiums, if any, with respect to the Certificates
by reason of their execution and delivery, but nothing herein contained shall relieve any such member,
officer or employee from the performance of any official duty provided by any applicable provisions of
law, or by the Local Agency Certificates or a respective Local Agency Trust Agreement or Agreement, or
hereby.
Notwithstanding anything to the contrary herein or in any other document, no entity that is a
program participant of the Authority, its supervisors, councilmembers, trustees, officers, directors,
employees, and agents, shall have any liability of any kind hereunder or by reason of or in connection with
any of the transactions contemplated hereby, other than with respect to a program participant of the
Authority in its capacity as a Local Agency hereunder.
Section 10.06 Acquisition of Certificates by Authority. All Certificates acquired by the
Authority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.
Section 10.07 Destruction of Canceled Certificates. Whenever provision is made herein for
the cancellation of any Certificates, the Trustee shall destroy such Certificates in accordance with its
retention policy then in effect.
Section 10.08 Content of Certificates; Post-Issuance Legal Opinions. Every Certificate of the
Authority or any Local Agency with respect to compliance with any agreement, condition, covenant or term
contained herein shall include: (a) a statement that the person or persons executing such certificate have
read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief
statement as to the nature and scope of the examination or investigation upon which the statements
contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made
or caused to be made such examination or investigation as is necessary to enable them to express an
informed opinion as to whether or not the Local Agency or the Authority has complied with such agreement,
condition, covenant or term; and (d) a statement as to whether, in the opinion of the signers, the Local
Agency or the Authority has complied with such agreement, condition, covenant or term.
Any Certificate of the Authority or any Local Agency may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel unless the person or persons executing such certificate know that the
Opinion of Counsel with respect to the matters upon which their certificate may be based, as aforesaid, is
erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any
Opinion of Counsel may be based, insofar as it relates to factual matters and information with respect to
which is in the possession of the Local Agency or the Authority, upon a representation by an officer or
officers of the Local Agency or the Authority unless the counsel executing such Opinion of Counsel knows
that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is
erroneous, or in the exercise of reasonable care should have known that the same was erroneous.
Section 10.09 Publication for Successive Weeks. Any publication required to be made
hereunder for successive weeks in a financial newspaper may be made in each instance upon any Business
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Day of the first week and need not be made on the same Business Day of any succeeding week or in the
same financial newspaper for any subsequent publication, but may be made on different Business Days or
in different financial newspapers, as the case may be.
Section 10.10 Accounts and Funds; Business Days. Any account or fund required herein to be
established and maintained by the Trustee may be established and maintained in the accounting records of
the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits
thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all
such records with respect to all such accounts and funds shall at all times be maintained in accordance with
the Tax Certificates and sound accounting practice and with due regard for the protection of the security of
the Certificates and the rights of the Owners. Any action required to occur hereunder on a day which is not
a Business Day shall be required to occur on the next succeeding Business Day.
Section 10.11 Article and Section Headings and References. The headings or titles of the
several articles and sections hereof and the table of contents appended hereto shall be solely for convenience
of reference and shall not affect the meaning, construction or effect hereof. All references herein to
“Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections,
subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,”
“hereunder” and other words of similar import refer to the Trust Agreement as a whole and not to any
particular article, section, subdivision or clause hereof.
Section 10.12 Entire Agreement; Partial Invalidity. This Trust Agreement and the exhibits
hereto set forth the entire agreement and understanding of the parties related to this transaction and
supersedes all prior agreements and understandings, oral or written. If any one or more of the agreements
or covenants or portions thereof required hereby to be performed by or on the part of the Local Agencies,
the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or
covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining
agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the
Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under the
Act or any other applicable provisions of law. The Local Agencies, the Authority and the Trustee hereby
declare that they would have executed and delivered the Trust Agreement and each and every other article,
section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the
execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more
articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof
to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Section 10.13 Execution in Several Counterparts. This Trust Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original;
and all such counterparts, or as many of them as the Local Agencies, the Authority and the Trustee shall
preserve undestroyed, shall together constitute but one and the same instrument.
Section 10.14 Governing Law. This Trust Agreement shall be governed, in all respects
including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the
United States of America and of the State of California.
Section 10.15 Notices. Except as otherwise provided herein, for the purposes hereof, any notice,
consent, request, requisition, direction, certificate or demand or other communication may be served or
presented, and such notice or demand may be made and shall be deemed to have been sufficiently given or
served for all purposes by being deposited, first-class postage prepaid, in a post office letter box, addressed,
as the case may be, to the parties as follows:
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If to the Authority: California Statewide Communities Development Authority
1700 North Broadway, Suite 405
Walnut Creek, California 94596
Attention: Secretary
If to the Trustee: Wilmington Trust, National Association
650 Town Center Drive, Suite 800
Costa Mesa, California 92626
Attention: Corporate Trust Department
If to the Local Agencies: To the individual addressees as set forth in Exhibit A to the
Purchase Agreement
If to the Purchaser: Stifel, Nicolaus & Company, Incorporated
515 South Figueroa Street, Suite 1800
Los Angeles, California 90071
Attention: John Kim
If to the Insurer:
Attention:
Telephone:
Telecopier:
Any such communication may also be sent by telecopy at the telecopy numbers given above. Any
party may change its address by notice to each other party.
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IN WITNESS WHEREOF, the Authority and the Local Agencies named in Schedule I hereto
have caused the Trust Agreement to be signed in their respective names by such person as has been
designated by their respective governing boards, and the Trustee, to evidence its acceptance of the trust
hereby created, has caused the Trust Agreement to be signed in the name of the Trustee by an authorized
officer of the Trustee, all as of the day and year first above written.
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY
By:
Authorized Signatory
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory
CITY OF MORENO VALLEY
By:
Mayor
CITY OF MENIFEE
By:
Mayor
CITY OF DESERT HOT SPRINGS
By:
Mayor
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EXHIBIT A
FORM OF CERTIFICATE
No. __________ $_______________
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATE OF PARTICIPATION, SERIES 2020__ (FEDERALLY TAXABLE)
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Evidencing and Representing a Proportionate
Undivided Interest of the Owner Hereof
In Local Agency Certificates Issued By
City of Moreno Valley
City of Menifee
City of Desert Hot Springs
Interest Rate
Certificate
Payment Date Dated as of CUSIP No.
% June 1, ____ ______ __, 2020
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
THIS IS TO CERTIFY that the registered owner named above, as the registered owner of this
California Statewide Communities Development Authority Transportation Revenue (Installment Sale)
Certificate of Participation, Series 2020__ (Federally Taxable) (T.R.I.P. – Total Road Improvement
Program), is the owner of a proportionate undivided interest in the Local Agency Certificates (as that term
is defined in the Trust Agreement hereinafter mentioned) under and pursuant to certain [Local Agency Trust
Agreements and the Agreements] (collectively, together with any supplements or amendments thereto, the
“Agreements”) by and between one or more Local Agencies named therein and in the Trust Agreement (the
“Local Agencies”), each a duly organized and existing political subdivision of the State of California, and
the California Statewide Communities Development Authority (the “Authority”), a joint powers authority
duly organized and existing under and by virtue of the laws of the State of California. Such Local Agency
Certificates have been deposited by the Local Agencies and assigned without recourse by the Authority to
Wilmington Trust, National Association, as trustee (the “Trustee”), a national banking association duly
organized and existing under and by virtue of the laws of the United States of America and having a
corporate trust office in Costa Mesa, California.
The registered owner of this Certificate is entitled to receive, subject to the terms of the Los Agency
Trust Agreements, on the certificate payment date set forth above (the “Certificate Payment Date”), upon
surrender of this Certificate on the Certificate Payment Date at the corporate trust office of the Trustee, the
principal sum specified above representing the registered owner’s fractional undivided share of the Local
Agency Certificates designated as principal components coming due on the Certificate Payment Date, and
on each June 1 and December 1, commencing ______ 1, 20__ (each an “Interest Payment Date”) the
registered owner’s fractional undivided share of the Local Agency Certificates designated as interest
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components evidenced and represented by this Certificate. This Certificate shall evidence and represent
interest from the Interest Payment Date next preceding the date of registration thereof, unless such date of
registration is an Interest Payment Date, in which event it shall evidence and represent interest from such
date, or unless such date of registration is prior to the first Interest Payment Date, in which event it shall
evidence and represent interest from ______ __, 2020; provided, however, that if at the time of registration
of any Certificate interest is then in default on the Outstanding Certificate, such Certificate shall evidence
and represent interest from the Interest Payment Date to which interest has previously been paid or made
available for payment on the Outstanding Certificates. Payment of interest evidenced and represented by
this Certificate due on or before the maturity or prior prepayment thereof shall be made to the person whose
name appears in the Certificate registration books maintained by the Trustee pursuant to the Trust
Agreement as the registered owner thereof as of the close of business on the Record Date preceding each
Interest Payment Date, whether or not such day is a Business Day, such interest to be paid by check mailed
on such Interest Payment Date (or the next Business Day if such Interest Payment Date is not a Business
Day) to such registered owner at the address as it appears in such books or at such other address as may
have been filed with the Trustee for that purpose. The Owner of $1,000,000 or more in aggregate principal
amount evidenced by the Certificates may request in writing that the Trustee pay the interest evidenced by
such Certificates by wire transfer and the Trustee shall comply with such request for all Interest Payment
Dates following the fifteenth (15th) day after receipt of such request until such request is rescinded. All
such amounts are payable in lawful money of the United States of America.
This Certificate is one of the duly authorized California Statewide Communities Development
Authority Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ (Federally
Taxable) (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), which have been executed by
the Trustee pursuant to the terms of a Trust Agreement (together with any supplements or amendments
thereto, the “Trust Agreement”), by and among the Trustee, the Local Agencies and the Authority, dated
as of _____ 1, 2020. Copies of the Trust Agreement are on file at the corporate trust office of the Trustee,
and reference is hereby made to the Trust Agreement and to any and all amendments thereof and
supplements thereto for a description of the agreements, conditions, covenants and terms securing the
Certificates, for the nature, extent and manner of enforcement of such agreements, conditions, covenants
and terms, for the rights and remedies of the registered owners of the Certificates with respect thereto and
for the other agreements, conditions, covenants and terms upon which the Certificates are executed and
delivered thereunder, to which agreements, conditions, covenants and terms the owner hereof, by
acceptance hereof, hereby consents.
To the extent and in the manner permitted by the terms of the Trust Agreement and the [Local
Agency Trust Agreements and the Agreements], the provisions of the Trust Agreement may be amended
or supplemented by the parties thereto.
This Certificate is transferable by the registered owner hereof, in person or by his attorney duly
authorized in writing, at the corporate trust office of the Trustee but only in the manner, subject to the
limitations and upon payment of the charges provided in the Trust Agreement, and upon surrender of this
Certificate for cancellation accompanied by delivery of a duly executed written instrument of transfer in
the form appearing hereon. Upon such transfer, a new Certificate or Certificates of the same series and
Certificate Payment Date representing the same principal amount will be executed and delivered to the
transferee in exchange herefor. The Certificates are exchangeable at the corporate trust office of the Trustee
for a like aggregate principal amount of Certificates of authorized denominations of the same series and
Certificate Payment Date, in the manner, subject to the limitations and upon payment of the charges
provided in the Trust Agreement.
The Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes,
whether or not this Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or
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notice to the contrary; and payment of the interest and principal represented by this Certificate shall be
made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge
liability represented by this Certificate to the extent of the sum or sums so paid.
The Certificates are authorized to be executed and delivered in the form of fully registered
Certificates in denominations of five thousand dollars ($5,000) each or any integral multiple thereof so long
as no Certificate shall represent principal becoming payable on more than one Certificate Payment Date.
The Certificates are subject to optional and mandatory prepayment prior to their respective
Certificate Payment Dates, as provided in the Trust Agreement.
The Certificates each evidence and represent a proportionate, undivided interest in the Local
Agency Certificates in an amount equal to the aggregate principal amount of Certificates originally
executed and delivered by the Trustee pursuant to the Trust Agreement and enjoy the benefits of a security
interest in the moneys held in the funds established pursuant to the Trust Agreement, subject to the
provisions of the Trust Agreement permitting the disbursement thereof for or to the purposes and on the
conditions and terms set forth therein. The obligations of the Local Agencies do not constitute debts of the
Local Agencies or of the State of California or of any political subdivision thereof within the meaning of
any constitutional or statutory debt limitation or restriction. The obligation of each Local Agency under its
Agreement, the Local Agency Trust Agreement and the Trust Agreement is a several and not a joint
obligation and is strictly limited to the respective Local Agency Certificates.
The Trustee has no obligation or liability to the Certificate owners for the payment of the interest
or principal represented by the Certificates, but rather the Trustee’s sole obligations are to administer, for
the benefit of the Local Agencies and the Authority and the Certificate owners, the various funds established
under the Trust Agreement. The Authority has no obligation or liability whatsoever to the Certificate
owners.
The Owner hereby has a proportionate undivided ownership interest in the Local Agency
Certificates payable pursuant to the Local Agency Trust Agreements, as set forth in Schedule I to the Trust
Agreement.
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Trustee or its agent for the registration of transfer,
exchange, or payment, and any certificate executed and delivered is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein
The Authority has certified to the Trustee that all acts, conditions and things required by the statutes
of the State of California and the Trust Agreement to exist, to have happened and to have been performed
precedent to and in connection with the execution and delivery of this Certificate do exist, have happened
and have been performed in regular and due time, form and manner as required by law, and that the Trustee
is duly authorized to execute and deliver this Certificate. This is to further certify that the amount of this
Certificate, together with all other Certificates executed and delivered under the Trust Agreement, is not in
excess of the amount of Certificates authorized to be executed and delivered thereunder.
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IN WITNESS WHEREOF, this Certificate has been dated as of the date set forth above and has
been executed by the manual signature of an authorized signatory of the Trustee.
Date of Execution: ______ __, 2020
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory
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STATEMENT OF INSURANCE
[_____________________________________ (the “Insurer”), has delivered its municipal bond
insurance policy (the “Policy”) with respect to the scheduled payments of principal and interest evidenced
and represented by this Certificate to Wilmington Trust, National Association, Costa Mesa, California, or
its successor, as trustee for the Certificates (the “Trustee”). Said Policy is on file and available for
inspection at the principal office of the Trustee and a copy thereof may be obtained from the Insurer or the
Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions
thereof. The owner of this Certificate acknowledges and consents to the subrogation rights of the Insurer
as more fully set forth in the Policy.]
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FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto ___________,
whose address is _______________________ and whose social security or Taxpayer Identification No. is
______________, the within Certificate and do(es) hereby irrevocably constitute and appoint
___________________________________ attorney to transfer such Certificate on the Certificate register
of the Trustee, with full power of substitution in the premises.
Dated: ___________
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatsoever.
Signature must be guaranteed by an eligible
guarantor institution.
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EXHIBIT B
PAYMENTS UNDER THE INSURANCE POLICY; OTHER PROVISIONS CONCERNING THE
INSURER
[EXEMPLAR TERMS TO BE REVISED:
General Provisions
(a) The prior written consent of the Insurer shall be a condition precedent to the deposit
of any Qualified Reserve Instrument provided in lieu of a cash deposit into the Reserve Fund.
Notwithstanding anything to the contrary set forth in the Trust Agreement, amounts on deposit in
the Reserve Fund shall be applied solely to the payment of principal and interest due on the
Certificates.
(b) The Insurer shall be deemed to be the sole Owner of the Certificates for the purpose
of exercising any voting right or privilege or giving any consent or direction or taking any other
action that the Owners of the Certificates insured by it are entitled to take pursuant to the Trust
Agreement pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee.
In furtherance thereof and as a term of the Trust Agreement and each Certificate, to the extent the
Insurer is not in default of its obligations under the Insurance Policy, the Trustee and each Owner
appoint the Insurer as their agent and attorney-in-fact and agree that the Insurer may at any time
during the continuation of any proceeding by or against the Authority or a Local Agency under the
United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such
Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or
enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the
direction of any appeal of any order relating to any Claim, (C) the posting of any surety,
supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or
reject any plan of adjustment. In addition, the Trustee and each Owner delegate and assign to the
Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner in the
conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an
adversary proceeding or action with respect to any court order issued in connection with any such
Insolvency Proceeding. Remedies granted to the Owners of the Certificates expressly include
mandamus.
(c) The Certificates shall not be accelerated without the consent of the Insurer and in
the event the maturity of the Certificates is accelerated, the Insurer may elect, in its sole discretion,
to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to
the extent unpaid by the Authority) and the Trustee shall be required to accept such amounts. Upon
payment of such accelerated principal and interest accrued to the acceleration date as provided
above, the Insurer’s obligations under the Insurance Policy with respect to the Certificates shall be
fully discharged.
(d) No grace period for a covenant default may exceed 30 days or be extended for
more than 60 days, without the prior written consent of the Insurer. No grace period is permitted
for payment defaults.
(e) The Insurer is a third party beneficiary of the Trust Agreement.
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(f) Upon the occurrence of an optional or mandatory prepayment in part pursuant to
Section 2.03(a) or 2.03(b) hereof, the selection of Certificates to be prepaid shall be subject to the
approval of the Insurer. The exercise of any provision of the Trust Agreement which permits the
purchase of Certificates in lieu of prepayment shall require the prior written approval of the Insurer
if any Certificate so purchased is not cancelled upon purchase.
(g) Any amendment, supplement, modification to, or waiver of, the Trust Agreement
or any other transaction document, including the [Local Agency Trust Agreements and the
Agreements] and any underlying security agreement (each a “Related Document”), that requires
the consent of Owners or adversely affects the rights and interests of the Insurer is subject to the
prior written consent of the Insurer.
(h) The rights granted to the Insurer under the Trust Agreement or any other Related
Document to request, consent to or direct any action are rights granted to the Insurer in
consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is
merely an exercise of the Insurer’s contractual rights and shall not be construed or deemed to be
taken for the benefit, or on behalf, of the Owners and such action does not evidence any position
of the Insurer, affirmative or negative, as to whether the consent of the Owners or any other person
is required in addition to the consent of the Insurer.
(i) Only (1) cash, (2) non-callable direct obligations of the United States of America
(“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and
principal payments on Treasuries held by a bank or trust company as custodian, under which the
owner of the investment is the real party in interest and has the right to proceed directly and
individually against the obligor and the underlying Treasuries are not available to any person
claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior
written consent of the Insurer, pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P
and Moody’s, respectively, or (5) subject to the prior written consent of the Insurer, securities
eligible for “AAA” defeasance under then existing criteria of S&P or any combination thereof,
shall be used to effect defeasance of the Certificates unless the Insurer otherwise approves.
To accomplish defeasance, the Authority or the respective Local Agencies shall cause to
be delivered (i) a report of an independent firm of nationally recognized certified public
accountants or such other accountant as shall be acceptable to the Insurer (“Accountant”) verifying
the sufficiency of the escrow established to pay the Certificates on the maturity or prepayment date
(“Verification”), (ii) an escrow deposit agreement (which shall be acceptable in form and
substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that
the Certificates are no longer “Outstanding” under the Trust Agreement and (iv) a certificate of
discharge of the Trustee with respect to the Certificates; each Verification and defeasance opinion
shall be acceptable in form and substance, and addressed, to the Authority, the respective Local
Agencies, the Trustee and the Insurer. The Insurer shall be provided with final drafts of the
above-referenced documentation not less than five business days prior to the funding of the escrow.
The Certificates shall be deemed “Outstanding” under the Trust Agreement unless and until
they are in fact paid and retired or the above criteria are met.
(j) Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid
for purposes of the Trust Agreement and the Certificates relating to such payments shall remain
Outstanding and continue to be due and owing until paid in accordance with the Trust Agreement.
The Trust Agreement shall not be discharged unless all amounts due or to become due to the Insurer
have been paid in full or duly provided for.
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(k) Each of the Authority and Trustee covenant and agree to take such action as is
necessary from time to time to preserve the priority of the pledge of the Revenues hereunder.
(l) To the extent not provided in the [Trust Agreement], the Insurer shall be provided
with the following information by the Authority, the Local Agencies or the Trustee, as the case
may be:
(1) Annual audited financial statements within 180 days after the end of the
Local Agencies’ fiscal year (together with a certification of each Local Agency that it is
not aware of any default or Event of Default under the [Trust Agreement]), and the Local
Agencies’ annual budget within 30 days after the approval thereof together with such other
information, data or reports as the Insurer shall reasonably request from time to time;
(2) Notice of any default known to the Trustee or Authority within five
Business Days after knowledge thereof;
(3) Prior notice of the advance refunding or prepayment of any of the
Certificates, including the principal amount, maturities and CUSIP numbers thereof;
(4) Notice of the resignation or removal of the Trustee and the appointment
of, and acceptance of duties by, any successor thereto;
(5) Notice of the commencement of any proceeding by or against the
Authority or any Local Agency commenced under the United States Bankruptcy Code or
any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an
“Insolvency Proceeding”);
(6) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal or
interest evidenced and represented by the Certificates;
(7) A full original transcript of all proceedings relating to the execution of any
amendment, supplement, or waiver to the Related Documents; and
(8) All reports, notices and correspondence to be delivered to Owners under
the terms of the Related Documents.
(n) The Insurer shall have the right to receive such additional information as it may
reasonably request.
(o) Each Local Agency will permit the Insurer to discuss the affairs, finances and
accounts of the Local Agency or any information the Insurer may reasonably request regarding the
security for the Certificates with appropriate officers of the Local Agency and will use
commercially reasonable efforts to enable the Insurer to have access to the facilities, books and
records of the Local Agency on any business day upon reasonable prior notice.
(p) The Trustee shall notify the Insurer of any failure of any Local Agency to provide
notices, certificates and other information under the Related Documents.
(q) In determining whether any amendment, consent, waiver or other action to be
taken, or any failure to take action, under the Trust Agreement would adversely affect the security
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4146-7859-7156.5
for the Certificates or the rights of the Owners, the Trustee shall consider the effect of any such
amendment, consent, waiver, action or inaction as if there were no Insurance Policy.
(r) No contract shall be entered into or any action taken by which the rights of the
Insurer or security for or sources of payment of the Certificates may be impaired or prejudiced in
any material respect except upon obtaining the prior written consent of the Insurer.
Claims Upon the Insurance Policy and Payments by and to the Insurer
(a) If, on the third Business Day prior to the related scheduled Interest Payment Date
or Certificate Payment Date (each, a “Payment Date”) there is not on deposit with the Trustee,
after making all transfers and deposits required under the Trust Agreement, moneys sufficient to
pay the principal and interest evidenced and represented by the Certificates due on such Payment
Date, the Trustee shall give notice to the Insurer and to its designated agent (if any) (the “Insurer’s
Fiscal Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New
York City time, on such Business Day. If, on the second Business Day prior to the related Payment
Date, there continues to be a deficiency in the amount available to pay the principal and interest
evidenced and represented by the Certificates due on such Payment Date, the Trustee shall make a
claim under the Insurance Policy and give notice to the Insurer and the Insurer’s Fiscal Agent (if
any) by telephone of the amount of such deficiency, and the allocation of such deficiency between
the amount required to pay interest evidenced and represented by the Certificates and the amount
required to pay principal evidenced and represented by the Certificates, confirmed in writing to the
Insurer and the Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business
Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy.
The Trustee shall designate any portion of payment of principal evidenced and represented
by Certificates paid by the Insurer, whether by virtue of mandatory sinking fund prepayment,
maturity or other advancement of maturity, on its books as a reduction in the principal amount of
Certificates registered to the then current Owner, whether DTC or its nominee or otherwise, and
shall issue a replacement Certificate to the Insurer, registered in the name of
_____________________________________, in a principal amount equal to the amount of
principal so paid (without regard to authorized denominations); provided that the Trustee’s failure
to so designate any payment or issue any replacement Certificate shall have no effect on the amount
of principal or interest payable with respect to any Certificate or the subrogation rights of the
Insurer.
The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer
into the Policy Payments Account (defined below) and the allocation of such funds to payment of
interest and principal with respect to any Certificate. The Insurer shall have the right to inspect
such records at reasonable times upon reasonable notice to the Trustee.
Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate
special purpose trust account for the benefit of Owners referred to herein as the “Policy Payments
Account” and over which the Trustee shall have exclusive control and sole right of withdrawal.
The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Owners
and shall deposit any such amount in the Policy Payments Account and distribute such amount only
for purposes of making the payments for which a claim was made. Such amounts shall be disbursed
by the Trustee to Owners in the same manner as principal and interest payments are to be made
with respect to the Certificates under the sections hereof regarding payment of Certificates. It shall
not be necessary for such payments to be made by checks or wire transfers separate from the check
or wire transfer used to pay debt service with other funds available to make such payments.
12.1.e
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Notwithstanding anything herein to the contrary, subject to Section 7.09 hereof, the Authority
agrees to pay to the Insurer, solely from Revenues [allocable solely on a pro rata basis (on the basis
of the defaulted Purchase Payments and interest thereon payable by each Local Agency) among the
Local Agencies], (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance
Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by
the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum
(collectively, the “Insurer Reimbursement Amounts”). “Late Payment Rate” means the lesser
of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by
JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending
rate (any change in such rate of interest to be effective on the date such change is announced by
JPMorgan Chase Bank) plus [3]%, and (ii) the then applicable highest rate of interest with respect
to the Certificates and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number
of days elapsed over a year of 360 days. The Authority hereby covenants and agrees that the Insurer
Reimbursement Amounts are secured by a lien and pledge of the Revenues on a parity with debt
service on the Certificates and, subject to Section 7.09 hereof, are payable from the Revenues.
Funds held in the Policy Payments Account shall not be invested by the Trustee and may
not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in
the Policy Payments Account following a Certificate Payment Date shall promptly be remitted to
the Insurer.
(a) The Insurer shall, to the extent it makes any payment of principal or interest with
respect to the Certificates, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Insurance Policy. Each obligation of the Authority and the Local
Agencies to the Insurer under the Related Documents shall survive discharge or termination of such
Related Documents.
(b) Each Local Agency shall pay or reimburse the Insurer any and all charges, fees,
costs and expenses attributable to such Local Agency that the Insurer may reasonably pay or incur
in connection with (i) the administration, enforcement, defense or preservation of any rights or
security in any Related Document; (ii) the pursuit of any remedies under the Trust Agreement or
any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver
or other action with respect to, or related to, the Trust Agreement or any other Related Document
whether or not executed or completed, or (iv) any litigation or other dispute in connection with the
Trust Agreement or any other Related Document or the transactions contemplated thereby, other
than costs resulting from the failure of the Insurer to honor its obligations under the Insurance
Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any
amendment, waiver or consent proposed in respect of the Trust Agreement or any other Related
Document.
(c) After payment of the reasonable expenses of the Trustee, the application of funds
realized upon default shall be applied to the payment of expenses of the Authority [each to be
allocated on a pro rata basis (on the basis of the defaulted Purchase Payments and interest thereon
payable by each Local Agency) among the Local Agencies] only after the payment of past due and
current debt service on the Certificates and amounts required to restore the respective Local
Agency’s Reserve Subaccount to the Reserve Fund Requirement.
(d) The Insurer shall be entitled to pay principal or interest evidenced and represented
by the Certificates that shall become Due for Payment but shall be unpaid by reason of Nonpayment
by the Authority (as such terms are defined in the Insurance Policy) and any amounts due on the
12.1.e
Packet Pg. 423 Attachment: Program Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
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4146-7859-7156.5
Certificates as a result of acceleration of the maturity thereof in accordance with the Trust
Agreement, whether or not the Insurer has received a Notice of Nonpayment (as such terms are
defined in the Insurance Policy) or a claim upon the Insurance Policy.]
12.1.e
Packet Pg. 424 Attachment: Program Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
S-I-1
SCHEDULE I
PARTICIPATING LOCAL AGENCY
Local Agency
Principal
Amount
City of Moreno Valley
City of Menifee
City of Desert Hot Springs
Total Principal Amount
12.1.e
Packet Pg. 425 Attachment: Program Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
S-II-1
SCHEDULE II
INITIAL DEPOSITS OF CERTIFICATE PROCEEDS
ATTRIBUTABLE TO EACH LOCAL AGENCY
Local Agency
Amount
Transferred to the
Proceeds Fund
City of Moreno Valley
City of Menifee
City of Desert Hot Springs
Total Proceeds
12.1.e
Packet Pg. 426 Attachment: Program Trust Agreement (2608 : Total Road Improvement Program Debt Refinancing)
AGENDA DRAFT
1
$_________
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2020___ (FEDERALLY TAXABLE)
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
________, 2020
CERTIFICATE PURCHASE AGREEMENT
California Local Agencies
As listed in Exhibit A hereto
California Statewide Communities Development Authority
1100 K Street, Suite 101
Sacramento, California 95814
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), offers to enter into this
Certificate of Purchase Agreement (this “Purchase Contract”) with the local agencies identified
in Exhibit A hereto (severally and not jointly) (each, a “Local Agency” and, collectively, the
“Local Agencies”) and the California Statewide Communities Development Authority (the
“Authority”) with regard to the California Statewide Communities Development Authority
Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ [(Federally
Taxable)] (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), which Purchase
Contract, upon the acceptance hereof by the Local Agencies and the Authority, will be binding
upon the Authority, the Local Agencies, and the Underwriter. This offer is made subject to the
written acceptance of this Purchase Contract by the Authority and the Local Agencies 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 Agencies and the Authority by the Underwriter at any time before its
acceptance. The Authority is acting as sponsor of the California Communities’ T.R.I.P – Total
Road Improvement Program (the “Program”) and, pursuant to the 2020 Installment Sale
Agreements (as defined herein), will appoint the Local Agencies agents with respect to certain
aspects of such Local Agencies’ participation in the Program. For all purposes under this Purchase
Contract, each Local Agency shall be, and shall be deemed to be, acting severally and not jointly
with any other Local Agency.
1. 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
Agencies 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 Installment Sale Payments (as such
term is defined in the applicable 2020 Installment Sale Agreement (as hereafter defined)) of each
of the Local Agencies made pursuant to its respective 2020 Installment Sale Agreement, dated as
of ____________ 1, 2020 (each, a “2020 Installment Sale Agreement” and, collectively, the
12.1.f
Packet Pg. 427 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
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“2020 Installment Sale Agreements”), by and between the applicable Local Agency and the
Authority. The purchase price of the Certificates shall be $____________ (representing the par
amount of the Certificates, plus a [net] original issue premium of $____________, less an
Underwriter’s discount of $____________); it being acknowledged that the Underwriter will on
the Closing Date, on behalf of the Local Agencies, wire the $____________ aggregate premium
for the Certificate Insurance Policy and the $____________ aggregate premium for the Reserve
Policies to the Certificate Insurer (each as hereinafter defined) directly, and deliver net proceeds
to Wilmington Trust, N.A., as trustee (the “Trustee”), in the amount of $____________. The
Preliminary Official Statement with respect to the Certificates, dated ____________ , 2020 (the
“Preliminary Official Statement”), as amended to conform to the terms of this Purchase
Contract, and dated the date hereof, and with such changes and amendments as are mutually agreed
to by the Authority, the Local Agencies, 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
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the “Rule”), and has delivered, or will deliver, a certificate to the Underwriter
substantially in the form of Exhibit C-1 attached hereto. Each Local Agency represents that it has
deemed the Preliminary Official Statement to be final as of its date, except for (a) information
regarding the Authority, the Certificate Insurer, the Reserve Policies, and the Certificate Insurance
Policy, (b) information relating to any other Local Agency, and (c) 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
identity of the purchasers 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 C-2 attached hereto.
2. The Certificates shall mature on the dates and in the amounts, and shall evidence
interest payable at the rates, set forth in Exhibit B hereto 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, 2020 (the “Trust Agreement”), by and among the Authority, the Local
Agencies, and 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 municipal bond debt service reserve
insurance policies for deposit in each Local Agency’s Reserve Subaccount (collectively, the
“Reserve Policies”). The Certificate Insurance Policy will guaranty the scheduled payments when
due of the principal and interest with respect to the Certificates. Each Reserve Policy will be issued
pursuant to the terms of an Insurance Agreement, dated ____________, 2020 (each an “Insurance
Agreement” and collectively, the “Insurance Agreements”), by and among the Authority, the
applicable Local Agency, and the Certificate Insurer. Each 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 aggregate amount equal to the Reserve Fund Requirement. A portion of
the proceeds of the Certificates will be delivered to Wells Fargo Bank, National Association acting
in its capacity as escrow agent (the “Escrow Agent”) under three separate Escrow Agreements
(collectively, the “Escrow Agreements”), by and between the Escrow Agent and each of the Local
Agencies, providing for the defeasance and prepayment of the certificates of participation
12.1.f
Packet Pg. 428 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
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previously executed and delivered for the benefit of the Local Agencies under the Program set
forth on Exhibit E (the “Prior Certificates of Participation”) and the corresponding installment
payment obligations (the “Prior Installment Sale Payments”) of the Local Agencies under their
respective installment sale agreements (the “Prior Installment Sale Agreements”) described on
Exhibit E. Capitalized terms used herein without definition shall have the meanings given to such
terms in the Trust Agreement.
3. 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 B
attached hereto. Following the initial public offering of the Certificates, the offering prices may
be changed from time to time by the Underwriter. The Local Agencies and the Authority
acknowledge and agree that: (i) the purchase and sale of the Certificates pursuant to this Purchase
Contract is an arm’s-length commercial transaction between the Local Agencies, the Authority,
and the Underwriter; (ii) 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 are not acting as Municipal Advisor (as defined in Section 15B of
The Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an
advisory or fiduciary responsibility in favor of the Local Agencies 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 Agencies or the Authority on other matters); and (iv) the Local Agencies and
the Authority have consulted their own legal, financial, and other advisors to the extent they have
deemed appropriate.
4. The Authority and each of the Local Agencies hereby authorizes, or has previously
authorized, the use by the Underwriter of (i) the Trust Agreement, (ii) each respective 2020
Installment Sale Agreement, (iii) each respective Continuing Disclosure Agreement, dated as of
the Closing Date (each, a “Local Agency Continuing Disclosure Agreement” and, collectively,
the “Local Agency Continuing Disclosure Agreements”), by and between the applicable Local
Agency and Willdan Financial Services, or Urban Futures, Inc., as dissemination agent, and
(iv) 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 Contract 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.
5. At 8:00 a.m., Los Angeles time, on ____________, 2020, or at such other time or
on such other business day as shall have been mutually agreed upon by the Authority, the Local
Agencies, 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
12.1.f
Packet Pg. 429 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
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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.
6. The Authority represents, warrants, and covenants to the Underwriter that:
(A) 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”).
(B) The Authority has the legal right and power to execute and deliver, and to
perform its obligations under, the Trust Agreement, the 2020 Installment Sale
Agreements, the Insurance Agreements, and this Purchase Contract (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 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
California. The Authority has complied, and will at the Closing be in compliance in all
respects, with its obligations under the Authority Documents.
(C) The Certificates will be paid from Installment Sale Payments pursuant to
the respective 2020 Installment Sale Agreements, which payments have been duly and
validly authorized pursuant to applicable law.
(D) 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.
(E) The information in the sections of the Official Statement entitled “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 and does not omit any statement necessary to make the statements, in the
light of the circumstances in which such statements were made, not misleading.
12.1.f
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(F) The Authority covenants with the Underwriter that for twenty-five (25) days
after the Closing Date (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 Agencies, in a form and in a manner approved by the Underwriter.
(G) 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.
(H) 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.
(I) 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.
(J) 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.
(K) No authorization, consent, or approval of, or filing or registration with, any
Governmental Authority (as 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
12.1.f
Packet Pg. 431 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
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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 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.
(L) 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 Agencies 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.
(M) To the knowledge of the Authority, there is no action, suit, proceeding,
inquiry, or investigation, at law or in equity, before or by any court, regulatory agency,
or public board or body, pending or 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 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.
(N) Other than in the ordinary course of its business or as contemplated by the
Official Statement, between the date of this Purchase Contract and the Closing Date the
12.1.f
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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.
(O) Any certificate signed by any official or other representative of the
Authority and delivered to the Underwriter pursuant to this Purchase Contract shall be
deemed a representation and warranty by the Authority to the Underwriter as to the truth
of the statements therein made.
7. Each Local Agency represents, warrants, and covenants to the Underwriter and the
Authority, solely for itself and not on behalf of any other Local Agency, that:
(A) The Local Agency is a municipal corporation of the State duly organized
and validly existing under and by virtue of the Constitution and laws of the State.
(B) The Local Agency has the legal right and power to execute and deliver, and
to perform its obligations under, the Trust Agreement, its applicable 2020 Installment
Sale Agreement, its applicable Local Agency Continuing Disclosure Agreement, its
applicable Insurance Agreement, its applicable Escrow Agreement, and this Purchase
Contract (collectively, with respect to such Local Agency, 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 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 generally, and
limitations on remedies against public entities in California. The Local Agency has
complied, and will at the Closing be in compliance in all respects, with its obligations
under the Local Agency Documents.
(C) The Installment Sale Payments payable under the 2020 Installment Sale
Agreement have been duly and validly authorized pursuant to applicable law.
(D) 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.
(E) The information in the Official Statement (excluding any information with
respect to the Authority, DTC, the book-entry only system, the Certificate Insurer, the
Certificate Insurance Policy, the applicable Reserve Policy, and any Local Agencies
other than such Local Agency) is true and correct in all material respects, and such
information does not contain any misstatement of any material fact and does not omit
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any statement necessary to make the statements, in the light of the circumstances in which
such statements were made, not misleading.
(F) 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 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 or Local Agencies, as applicable, in a form and in a manner
approved by the Underwriter.
(G) 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. 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.
(H) 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.
(I) The Local Agency 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 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.
(J) 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 conflict with or constitute a breach of or default by the Local Agency
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.
(K) 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, other than any authorization,
consent, approval, filing, or registration as may be required under the Blue Sky or
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securities laws of any state in connection with the offering, sale, execution, or delivery
of the Certificates.
(L) 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 their 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.
(M) 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 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.
(N) Other than in the ordinary course of its business or as contemplated by the
Official Statement, between the date of this Purchase Contract 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
Installment Sale Payments.
(O) The financial information regarding the Local Agency contained in the
Official Statement fairly present the financial position and results of the operations of the
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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.
(P) Any certificate signed by any official or other representative of the Local
Agency and delivered to the Underwriter pursuant to this Purchase Contract shall be
deemed a representation and warranty by the Local Agency to the Underwriter as to the
truth of the statements therein made.
(Q) 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.
(R) To the extent permitted by law, the Local Agency agrees to indemnify and
hold harmless the Authority and its officers, directors, agents, and employees against any
and all losses, claims, damages, liabilities, and expenses arising out of any statement or
information in the Preliminary Official Statement or in the Official Statement (other than
statements or information specifically related to the Authority, the Program, DTC, the
book-entry only system, the Certificate Insurer, the Certificate Insurance Policy, the
Reserve Policy, and any Local Agency other than such Local Agency) that is untrue or
incorrect in any material respect or that omits to state any material fact that is necessary
to make such statement or information therein not misleading in any material respect.
8. The Underwriter has entered into this Purchase Contract in reliance upon the
representations, warranties, and covenants of the Authority and each of the Local Agencies
contained herein and in the Authority Documents and the Local Agency Documents to which each
of the Authority or each of the Local Agencies, as applicable, is a party, and the performance by
the Authority and by each of the Local Agencies of their respective obligations hereunder, both as
of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase
Contract are and shall be subject to the following further conditions:
(A) The representations and warranties of the Authority and the Local Agencies
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 each of the Local Agencies shall be in compliance with each of the
agreements made by it in this Purchase Contract (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 any of the Local Agencies that
materially adversely affects the ability of any of the Local Agencies 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
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make payments of principal and interest with respect to the Certificates when due or
otherwise perform any of its obligations under the Authority Documents.
(B) 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 Orrick, Herrington & Sutcliffe LLP, Special Counsel to the Local
Agencies (“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
each 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.
(C) 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.
(D) 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 Contract (and not
reversed on appeal or otherwise set aside) that has any of the effects described in
Section 8(F) hereof.
(E) (i) No default by any 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 any Local Agency or the
Authority, respectively, and (ii) no bankruptcy, insolvency, or other similar proceeding
in respect of any Local Agency or the Authority shall be pending or, to the knowledge of
each such Local Agency or the Authority, contemplated.
(F) The Underwriter may terminate this Purchase Contract by written
notification to the Authority and the Local Agencies if at any time after the date hereof
and prior to the Closing:
(1) 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
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(2) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of America of a national emergency or war or other
calamity or crisis the effect of which on financial markets is materially adverse such as
to make it, in the reasonable judgment of the Underwriter, impractical to proceed with
the purchase or delivery of the Certificates as contemplated by the Official Statement
(exclusive of any amendment or supplement thereto);; or
(3) there shall have occurred a general suspension of trading on the
New York Stock Exchange or other major exchange or limited or minimum prices have
been established on any such exchange, or a general banking moratorium shall have
been declared by Federal, California, or New York authorities having jurisdiction and
being in force; or
(4) there shall have occurred an adverse change in the financial
position, results of operations, or financial condition of any Local Agency that, in the
reasonable opinion of the Underwriter, materially adversely affects the market for the
Certificates; or
(5) 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 of the Certificates; or
(6) 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 all 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
(7) additional material restrictions not in force as of the date hereof
shall have been imposed upon trading in securities generally by any governmental
authority (including, without limitation, the Comptroller of the Currency) or by any
national securities exchange, which restrictions (i) materially adversely affect the ability
of underwriters to trade obligations of the general character of the Certificates, or (ii) or
increase materially the charge to the net capital requirements or financial responsibility
requirements of broker dealers;; or
(8) any rating of the Certificates or the rating of any securities of any
Local Agency shall have been downgraded, suspended, withdrawn or placed on negative
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watch by a national rating service, which, in the Underwriter’s reasonable opinion,
materially adversely affects the marketability or market price of the Certificates; or
(9) the commencement of any action, suit, or proceeding described in
Section 6(M) or 7(M) that, in the judgment of the Underwriter, materially adversely
affects the market price of the Certificates; or
(10) any rating of 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 marketability or market price of the
Certificates; or
(11) any event occurring, or information becoming known, that, in the
reasonable judgment of the Underwriter, makes any statement or information contained
in the Official Statement, as of its date, untrue in any material adverse respect, or has the
effect that the 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.
(G) At or prior to the Closing, the Underwriter shall receive the following
documents:
(1) the opinion of Special Counsel, dated the Closing Date, in
substantially the form included in the Official Statement as Appendix C, addressed to the
Local Agencies (and accompanied by reliance letters to the Authority, the Underwriter,
the Trustee, and the Certificate Insurer);
(2) a supplemental opinion of Special Counsel, in form and substance
satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, to
the effect that:
(ii) 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;
(iii) this Purchase Contract and the Insurance Agreements have
been duly executed and delivered by each Local Agency and is a valid and
binding agreement of each Local Agency; and
(iv) the statements contained in the Official Statement under the
captions “INTRODUCTION,” “REFUNDING PLAN,” “THE
CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES,” “TAX MATTERS,” “APPENDIX A – SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS,” and “APPENDIX C – PROPOSED
FORM OF SPECIAL COUNSEL OPINION,” insofar as such statements
expressly summarize certain provisions of the Trust Agreement, the Escrow
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Agreements, the 2020 Installment Sale Agreements, the Certificates, and the
opinion of Special Counsel concerning certain tax matters relating to the
Certificates, are accurate in all material respects;
(3) an opinion of counsel to each Local Agency, in form and substance
satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority, the
Underwriter, and the Certificate Insurer, to the effect that:
(i) the Local Agency is a municipal corporation duly organized
and validly existing under and by virtue of the laws of the State;
(ii) the Local Agency has full legal power and lawful authority
to enter into the Local Agency Documents;
(iii) 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 or other governing body 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;
(iv) the Local Agency Documents have been duly authorized,
executed, and delivered by the Local Agency and, assuming due authorization,
execution, and delivery by the other parties thereto, such documents constitute
the legal, valid, and binding agreements of the Local Agency enforceable in
accordance with their terms, subject to laws relating to bankruptcy, insolvency,
or other laws affecting the enforcement of creditors’ rights generally and the
application of equitable principles if equitable remedies are sought;
(v) 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;
(vi) the Reserve Policy, as defined in the applicable Insurance
Agreement, is a Qualified Reserve Instrument, as 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 Revenues (as defined in the
Trust Agreement), subject to the first pledge of and lien upon the Revenues for
the payment of the Certificates;
(vii) nothing has come to such counsel’s attention that would lead
such counsel to believe that the Preliminary Official Statement or the Official
Statement (excluding therefrom financial information and other statistical data
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included in the Preliminary Official Statement and Official Statement, and any
information with respect to any Local Agencies other than such Local Agency,
the Authority, the Program, DTC, the book-entry only system, the Certificate
Insurer, the applicable Reserve Policy, or the Certificate Insurance Policy, as to
which no view need be expressed) contain any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
(viii) except as otherwise disclosed in the Preliminary Official
Statement and 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 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;
and
(ix) no additional authorization, approval, consent, waiver, or
any other action by any person, board, or body, public or private, not previously
obtained is required as of the Closing Date for the Local Agency to enter into the
Local Agency Documents, or to perform its obligations thereunder;
(4) an opinion of Special Counsel, as counsel to the Authority, in form
and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the
Underwriter and the Certificate Insurer, to the effect that:
(i) the Authority is a joint powers agency organized and
existing under the laws of the State of California; and
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(ii) the resolution of the Authority approving and authorizing the
execution and delivery of the Authority Documents and approving 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;
(5) a letter from Jones Hall, A Professional Law Corporation, counsel
to the Underwriter (“Underwriter’s Counsel”), dated the Closing Date, addressed to the
Underwriter, to the effect that, based upon its participation in the preparation of the
Preliminary Official Statement and the Official Statement as Underwriter’s Counsel and
without having undertaken to determine independently the fairness, accuracy, or
completeness of the statements contained in the Preliminary Official Statement and the
Official Statement, such counsel has no reason to believe that the Preliminary Official
Statement as of its date, and the Official Statement, as of its date and the Closing
(excluding from the Preliminary Official Statement and the Official Statement the
reports, financial and statistical data and forecasts therein, the information with respect
to DTC and the book-entry system, the information with respect to the Certificate Insurer,
the Reserve Policies, and the Certificate Insurance Policy, and the information included
in the Appendices thereto, as to which no view is expressed) 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;
(6) a certificate of each Local Agency, in form and substance
satisfactory to the Underwriter, dated the Closing Date, to the effect that:
(i) the representations, warranties, and covenants of the Local
Agency contained in this Purchase Contract 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 with all of the terms and conditions of the Purchase
Contract required to be complied with by the City at or prior to the Closing Date;
(ii) the Local Agency has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or prior to
the Closing Date pursuant to the Purchase Contract with respect to the execution
and delivery of the Certificates;
(iii) 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 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 or the Local Agency Documents, 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
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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 Riverside County Transportation
Commission (the “Commission”) 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
Commission 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;
(iv) 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
(v) between the date of the Purchase Contract 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;
(7) a certificate of the Authority, in form and substance satisfactory to
the Underwriter, dated the Closing Date, to the effect that:
(i) the representations and warranties of the Authority
contained in this Purchase Contract 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;
and
(ii) there has been no material adverse change in the financial
condition or results of operations of the Authority from the date of the Official
Statement to the Closing Date;
(8) a certificate, dated the date of the Preliminary Official Statement,
from the Authority addressed to the Underwriter, in the form attached hereto as
Exhibit C-1 and a certificate, dated the date of the Preliminary Official Statement, from
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each Local Agency addressed to the Underwriter, in the form attached hereto as
Exhibit C-2;
(9) an opinion of counsel to the Trustee, dated the Closing Date,
addressed to the Underwriter, the Authority, and the Certificate Insurer, to the effect that:
(i) 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 has the requisite power and
authority to execute, deliver and perform its obligations under the Trust
Agreement;
(ii) the Trustee is duly eligible and qualified to act as Trustee
under the Trust Agreement;
(iii) the Trustee has all requisite power, authority and legal right
to execute and deliver the Trust Agreement and to perform its obligations under
the Trust Agreement, and has taken all necessary corporate action to authorize
the execution and delivery of and the performance of its obligations under the
Trust Agreement;
(iv) 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;
(v) the Certificates have been duly executed and delivered by
the Trustee;
(vi) 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
12.1.f
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(vii) 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;
(10) a certificate, dated the Closing Date, signed by a duly authorized
officer of the Trustee, to the effect that:
(i) 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;
(ii) 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;
(iii) the Trust Agreements 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;
(iv) the Certificates have been duly executed and delivered by a
duly authorized officer of the Trustee;
(v) 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;
(vi) 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 by such counsel with
respect to any federal or State securities or blue sky laws or regulations);
12.1.f
Packet Pg. 445 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
20
(vii) 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
(viii) 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 contesting or affecting the
validity or enforceability of the Trust Agreement or contesting the powers of the
Trustee or its authority to enter into and perform its obligations thereunder;
(11) an opinion of counsel to the Escrow Agent, dated the Closing
Date, addressed to the Underwriter, the Authority, and the Certificate Insurer, to the
effect that:
(i) the Escrow Agent 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 Escrow
Agreements would require such qualification and has the requisite power and
authority to execute, deliver and perform its obligations under the Escrow
Agreements;
(ii) the Escrow Agent is duly eligible and qualified to act as
Escrow Agent under the Escrow Agreements;
(iii) the Escrow Agent has all requisite power, authority and legal
right to execute and deliver the Escrow Agreements and to perform its obligations
under the Escrow Agreements, and has taken all necessary corporate action to
authorize the execution and delivery of and the performance of its obligations
under the Escrow Agreements;
(iv) the Escrow Agent has duly executed and delivered the
Escrow Agreements. Assuming the due authorization, execution and delivery
thereof by the other parties thereto, the Escrow Agreements are the legal, valid
and binding agreements of the Escrow Agent enforceable against the Escrow
Agent 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;
(v) the execution, delivery and performance of the Escrow
Agreements by the Escrow Agent and the consummation of the transactions
12.1.f
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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 Escrow Agent is a party
or by which the Escrow Agent is bound or to which any of the property or assets
of the Escrow Agent 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 Escrow Agent, 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 Escrow Agent or any of
its properties or assets; and
(vi) to the knowledge of such counsel, there are no actions,
proceedings or investigations pending or threatened against the Escrow Agent
before any court, administrative agency or tribunal (a) asserting the invalidity of
the Escrow Agreements, (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 Escrow Agent of its obligations under, or the
validity or enforceability of the Escrow Agreements;
(12) a certificate, dated the Closing Date, signed by a duly authorized
officer of the Escrow Agent, to the effect that:
(i) the Escrow Agent 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 the Escrow Agreements;
(ii) the Escrow Agreements have been duly authorized,
executed, and delivered by a duly authorized officer of the Escrow Agent, and the
execution, delivery, and performance of the Escrow Agreements has been duly
authorized by all necessary action of the Escrow Agent;
(iii) the Escrow Agreements constitute the legal, valid, and
binding obligation of the Escrow Agent enforceable in accordance with their
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;
(iv) no consent, approval, authorization, or other action by any
governmental or regulatory authority having jurisdiction over the Escrow Agent
that has not been obtained is or will be required for the execution and delivery of
the Escrow Agreements or the performance by the Escrow Agent of its duties and
obligations under the Escrow Agreements;
(v) the execution and delivery by the Escrow Agent of the
Escrow Agreements 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
12.1.f
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agreement, indenture, bond, note, resolution, or any other agreement or
instrument to which the Escrow Agent 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 Escrow Agent or any of its activities or
properties (except that no representation, warranty, or agreement need be made
by such counsel with respect to any federal or State securities or blue sky laws or
regulations);
(vi) the Escrow Agent’s action in executing and delivering the
Escrow Agreements will not contravene the articles or bylaws of the Escrow
Agent 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 Escrow Agent is a party or any
administrative or judicial decision by which the Escrow Agent is bound; and
(vii) 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 Escrow Agent, or to the best knowledge of the Escrow
Agent, threatened against the Escrow Agent which in the reasonable judgment of
the Escrow Agent would affect the existence of the Escrow Agent or in any way
contesting or affecting the validity or enforceability of the Escrow Agreements or
contesting the powers of the Escrow Agent or its authority to enter into and
perform its obligations thereunder;
(13) a certificate, dated the Closing Date, signed by a duly authorized
officer of Willdan Financial Services, as dissemination agent (“Willdan”), under the
Local Agency Continuing Disclosure Agreements with the City of Menifee and the City
of Moreno Valley, to the effect that:
(i) Willdan is a corporation validly existing and in good
standing under the laws of the State of California and has full corporate power
and authority to enter into and perform its obligations under and the Local Agency
Continuing Disclosure Agreements with the City of Menifee (the “Menifee
Continuing Disclosure Agreement”) and Local Agency Continuing Disclosure
Agreements with the City of Moreno Valley (the “Moreno Valley Continuing
Disclosure Agreement”);
(ii) the Menifee Continuing Disclosure Agreement and the
Moreno Valley Continuing Disclosure Agreement have been duly authorized,
executed, and delivered by a duly authorized officer of Willdan, and the
execution, delivery, and performance of such Local Agency Continuing
Disclosure Agreements has been duly authorized by all necessary action of
Willdan;
(iii) each of the Menifee Continuing Disclosure Agreement and
the Moreno Valley Continuing Disclosure Agreement constitutes the legal, valid,
and binding obligation of Willdan enforceable in accordance with its terms,
12.1.f
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23
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;
(iv) no consent, approval, authorization, or other action by any
governmental or regulatory authority having jurisdiction over Willdan that has
not been obtained is or will be required for the execution and delivery of the
Menifee Continuing Disclosure Agreement and the Moreno Valley Continuing
Disclosure Agreement or the performance by Willdan of its duties and obligations
under the Menifee Continuing Disclosure Agreement and the Moreno Valley
Continuing Disclosure Agreement;
(v) the execution and delivery by Willdan of the Menifee
Continuing Disclosure Agreement and the Moreno Valley Continuing Disclosure
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
Willdan 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 Willdan 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);
(vi) Willdan’s action in executing and delivering the Menifee
Continuing Disclosure Agreement and the Moreno Valley Continuing Disclosure
Agreement will not contravene the articles or bylaws of Willdan 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 Willdan is a party or any administrative or judicial decision
by which Willdan is bound; and
(viii) 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 Willdan, or, to the best knowledge of Willdan, threatened
against Willdan that in the reasonable judgment of Willdan would affect the
existence of Willdan or in any way contesting or affecting the validity or
enforceability of the Menifee Continuing Disclosure Agreement or the Moreno
Valley Continuing Disclosure Agreement or contesting the powers of Willdan or
its authority to enter into and perform its obligations thereunder;
(14) a certificate, dated the Closing Date, signed by a duly authorized
officer of Urban Futures, Inc., as dissemination agent (“Urban Futures”) under the
Local Agency Continuing Disclosure Agreement with the City of Desert Hot Springs (the
“Desert Hot Springs Continuing Disclosure Agreement”), to the effect that:
(i) Urban Futures is a corporation validly existing and in good
standing under the laws of the State of California and has full corporate power
12.1.f
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and authority to enter into and perform its obligations under and the Desert Hot
Springs Continuing Disclosure Agreement;
(ii) the Desert Hot Springs Continuing Disclosure Agreement
has been duly authorized, executed, and delivered by a duly authorized officer of
Urban Futures, and the execution, delivery, and performance of the Desert Hot
Springs Continuing Disclosure Agreement has been duly authorized by all
necessary action of Urban Futures;
(iii) Desert Hot Springs Continuing Disclosure Agreement
constitutes the legal, valid, and binding obligation of Urban Futures 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;
(iv) no consent, approval, authorization, or other action by any
governmental or regulatory authority having jurisdiction over Urban Futures that
has not been obtained is or will be required for the execution and delivery of the
Desert Hot Springs Continuing Disclosure Agreement or the performance by
Urban Futures of its duties and obligations under Desert Hot Springs Continuing
Disclosure Agreement;
(v) the execution and delivery by Urban Futures of the Desert
Hot Springs Continuing Disclosure 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 Urban Futures 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 Urban Futures 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);
(vi) Urban Futures’ action in executing and delivering the Desert
Hot Springs Continuing Disclosure Agreement will not contravene the articles or
bylaws of Urban Futures 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 Urban Futures is a
party or any administrative or judicial decision by which Urban Futures is bound;
and
(vii) 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 Urban Futures, or, to the best knowledge of Urban
Futures, threatened against Urban Futures that in the reasonable judgment of
Urban Futures would affect the existence of Urban Futures or in any way
contesting or affecting the validity or enforceability of the Desert Hot Springs
12.1.f
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Continuing Disclosure Agreement or contesting the powers of Urban Futures or
its authority to enter into and perform its obligations thereunder;
(15) certified copies of each Local Agency Resolution, the Authority
Resolution, and an incumbency resolution of the Trustee;
(16) copies each of the Authority Documents, the Local Agency
Documents, the Wilmington Trust Documents, and the Official Statement, duly executed
and delivered by the respective parties thereto;
(17) evidence satisfactory to the Underwriter that the Certificates shall
have received the Certificate Insurance Policy by the Certificate Insurer that
unconditionally guarantees the timely payments of all debt service with respect to the
Certificates;
(18) evidence satisfactory to the Underwriter that the Trustee shall have
received the Reserve Policies from the Certificate Insurer, which Reserve Policies
constitute Qualified Reserve Instruments under and as defined in the Trust Agreement;
(19) 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
Policies;
(20) 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
Policies;
(21) a no-default certificate of the Certificate Insurer, in form and
substance satisfactory to the Underwriter, Special Counsel, and Underwriter’s Counsel;
(22) evidence that the underlying rating on the Certificates of “__” by
S&P Global Ratings is in full force and effect on the Closing Date;
(23) evidence that the rating on the Certificates of “__” by S&P Global
Ratings as a result of the Certificate Insurance Policy provided by the Certificate Insurer
is in full force and effect on the Closing Date;
(24) 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;
(25) copies of the following default judgments (i) default judgment
rendered on November 18, 2011, by the Superior Court of the State of California for the
County of Riverside in the action entitled City of Desert Hot Springs v. All Persons
Interested in the Matter, etc., Case No. _________, (ii) default judgment rendered on
November 18, 2011, by the Superior Court of the State of California for the County of
12.1.f
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26
Riverside in the action entitled City of Menifee v. All Persons Interested in the Matter,
etc., Case No. _________, and (iii) default judgment rendered on March 21, 2012, by the
Superior Court of the State of California for the County of Riverside in the action entitled
City of Moreno Valley v. All Persons Interested in the Matter, etc., Case No. _________,
and order of the California Court of Appeal dated July 16, 2003 affirming such judgment;
(26) a letter from the Commission in form and substance satisfactory
to the Underwriter to the effect that Measure A Receipts (as such term is defined in the
Official Statement) received by the applicable Local Agency may be pledged to the
payment of Installment Sale Payments:
(27) A letter addressed to the Authority, the Local Agencies, the
Underwriter, and Special Counsel, dated the date of the Closing, from ___________ (the
“Verification Agent”), verifying the accuracy of the mathematical computations
concerning the adequacy of the moneys to be deposited with the Escrow Agent to provide
for the payment and prepayment of the Prior Certificates of Participation in accordance
with the Escrow Agreements;
(28) A defeasance opinion of Special Counsel, in form and substance
acceptable to the Underwriter, relating to the Prior Certificates of Participation and Prior
Installment Sale Agreements; and
(29) 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 Agencies and the
Authority with legal requirements, the accuracy, as of the time of Closing, of the
Authority and the Local Agencies’ representations herein contained, and the due
performance or satisfaction by the Local Agencies 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 Agencies and the Authority.
If any of the Local Agencies or the Authority shall be unable to satisfy the conditions to
the Underwriter’s obligations contained in this Purchase Contract or if the Underwriter’s
obligations shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and none of the Local Agencies, the Authority, or the Underwriter shall
have any further obligation hereunder.
9. The performance by each of the Authority and the respective Local Agencies of its
obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder
and (ii) receipt by the Authority, the Local Agencies, and the Underwriter of opinions and
certificates being delivered at the Closing by persons and entities other than the Authority and the
Local Agencies.
10. (A) The Underwriter shall be under no obligation to pay, and the Local Agencies
shall pay, the following expenses incident to the performance of the Authority’s and the
Local Agencies’ obligations hereunder:
12.1.f
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(1) the fees and disbursements of Special Counsel and Underwriter’s
Counsel;
(2) 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 Contract);
(3) the fees and disbursements of the Trustee, the Escrow Agent,
accountants, financial advisers, legal counsel, and any other experts or consultants retained
by the Authority or the Local Agencies, rating agency fees, and costs, fees, and expenses
pertaining to the provision of any municipal bond insurance policy or municipal bond debt
service reserve insurance policy;
(4) expenses (included in the expense component of the spread)
incurred on behalf of the Local Agencies’ employees that are incidental to implementing
this Purchase Contract, including, but not limited to, meals, transportation, lodging, and
entertainment of such employees; and
(5) any other expenses and costs of the Authority and the Local
Agencies incident to the performance of their respective obligations in connection with the
authorization, execution, delivery, and sale of the Certificates, including out‑of‑pocket
expenses and regulatory expenses, and any other expenses agreed to by the parties.
(B) The Underwriter shall pay from the expense component of the
Underwriter’s spread all expenses incurred by it in connection with the public offering and
distribution of the Certificates including, without limitation:
(1) all advertising expenses in connection with the offering of the
Certificates; and
(2) all out-of-pocket disbursements and expenses incurred by the
Underwriter in connection with the offering and distribution of the Certificates (excluding
the fees and expenses of its counsel) including, without limitation, CUSIP Bureau and
California Debt and Investment Advisory Commission fees, if any, except as provided in
subsection (A) above or as otherwise agreed to by the Underwriter, the Authority, and the
Local Agencies.
11. Any notice or other communication to be given to the Authority under this Purchase
Contract may be given by delivering the same in writing to the California Statewide Communities
Development Authority, 1100 K Street, Suite 101, Sacramento, California 95814, Attention:
Treasurer, or to such other person as the Treasurer may designate in writing; any notice or other
communication to be given to any Local Agency under this Purchase Contract may be given by
delivering the same in writing to such address and to such person as the applicable Local Agency
may designate in writing; and any notice or other communication to be given to the Underwriter
under this Purchase Contract may be given by delivering the same in writing to Stifel, Nicolaus &
Company, Incorporated, 515 South Figueroa St, Suite 1800, Los Angeles, California 90071,
Attention: John W. Kim. The approval of the Underwriter when required hereunder or the
12.1.f
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determination of their satisfaction as to any document referred to herein shall be in writing signed
by the Underwriter and delivered to the Authority.
12. For all purposes of this Purchase Contract, a default shall not be deemed to be
continuing if it has been cured, waived, or otherwise remedied. This Purchase Contract shall be
governed by and construed in accordance with the laws of the State applicable to contracts made
and performed within the State.
13. This Purchase Contract 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.
[The remainder of this page is intentionally left blank.]
12.1.f
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14. This Purchase Contract when accepted by the Authority and the Local Agencies in
writing shall constitute the entire agreement among the Local Agencies, the Authority, and the
Underwriter and is made solely for the benefit of the Local Agencies, 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,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Its:
The foregoing is hereby agreed to and accepted as of the date first above written:
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
By:
Authorized Signatory
Time of Execution: ________________________
LOCAL AGENCIES LISTED ON EXHIBIT A HERETO
[Authorized Officers of each Local Agency shall execute
this Purchase Contract by signing Pricing Confirmation Supplement
in Exhibit D hereto.]
12.1.f
Packet Pg. 455 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
A– 1
EXHIBIT A
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
LOCAL AGENCIES
CITY OF DESERT HOT SPRINGS
CITY OF MENIFEE
CITY OF MORENO VALLEY
12.1.f
Packet Pg. 456 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
B– 1
EXHIBIT B
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
SCHEDULE OF TERMS AND PRICES
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Price Yield
Serial Certificates:
Term Certificates:
Total
___________________
(1) Priced to optional redemption date of June 1, 20__; callable at par.
12.1.f
Packet Pg. 457 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
C–1– 1
EXHIBIT C-1
FORM OF 15c2-12 CERTIFICATE
CERTIFICATE OF AUTHORITY
AS TO FINALITY OF PRELIMINARY OFFICIAL STATEMENT
I hereby certify that I am a member of the commission of the California Statewide
Communities Development Authority (the “Authority”) or an authorized administrative
delegatee thereof (“Authorized Signatory”), and as such I am authorized to execute this
certificate on behalf of the Authority.
I understand that there has been delivered to Stifel, Nicolaus & Company, Incorporated, as
underwriter (the “Underwriter”) of the California Statewide Communities Development Authority
Transportation Revenue (Installment Sale) Certificates Of Participation, Series 2020___
(Federally Taxable) (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), a
Preliminary Official Statement relating to the Certificates, dated _________, 2020 (including the
cover page, the introduction and all appendices thereto, the “Preliminary Official Statement”),
which, as to only the sections thereof entitled “THE AUTHORITY” and “NO LITIGATION – The
Authority,” the Authority deems to be final as of its date for purposes of Rule 15c2-12 promulgated
under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to
be omitted therefrom by Rule 15c2-12.
Dated: _________, 2020
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
Authorized Signatory
12.1.f
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C–2– 1
EXHIBIT C-2
“DEEMED FINAL CERTIFICATE”
FOR
PRELIMINARY OFFICIAL STATEMENT
__________, 2020
Stifel, Nicolaus & Company, Incorporated
515 South Figueroa St, Suite 1800
Los Angeles, California 90071
Attention: John W. Kim
Re: California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
Ladies and Gentlemen:
With respect to the proposed sale of the California Statewide Communities Development
Authority Transportation Revenue (Installment Sale) Certificates Of Participation, Series 2020__
(Federally Taxable) (T.R.I.P. – Total Road Improvement Program) (the “Certificates”), the
California Statewide Communities Development Authority (the “Authority”) has delivered to you
a Preliminary Official Statement, dated the date hereof (the “Preliminary Official Statement”),
the City of ___________, for purposes of compliance with Rule 15c2-12 of 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 Authority, the Program, the Certificate Insurer, the Reserve Policies, and the Certificate
Insurance Policy (each as defined in the Preliminary Official Statement), (b) information relating
to any other Local Agencies (as defined in the Preliminary Official Statement), and (c) 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 identity of the purchasers and any other terms of the Certificates relating to such
matters and any other information permitted to be omitted by the Rule.
[NAME OF LOCAL AGENCY]
By:
Name:
Title:
12.1.f
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D-1–1
EXHIBIT D-1
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
FORM OF PRICING CONFIRMATION SUPPLEMENT
CITY OF DESERT HOT SPRINGS
PRICING INFORMATION
Purchase Price Calculation
Proportionate Principal Amount of Certificates:
Plus: [Net] Original Issue Premium:
Less: Underwriter’s Discount:
Total Purchase Price
Use of Proceeds
Prepay Desert Hot Springs 2012 Certificates
Costs of Issuance:
Certificate Insurance Policy:
Reserve Policy:
Net Proceeds:
Total Use of Proceeds
IMPORTANT DATES
Resolution Date of Local Agency: _________, 2020
Purchase Date: _________, 2020
Closing Date: _________, 2020
Certificate Payment Dates: June 1 of each year, commencing June 1, 20__
Interest Payment Dates: June 1 and December 1 of each year,
commencing [December 1, 2020]
Final Maturity Date: June 1, 20__
12.1.f
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D-1–2
IN WITNESS WHEREOF, the Purchase Contract is agreed to, and this Pricing
Confirmation Supplement appearing as Exhibit D thereto is accepted, all on the Purchase Date
set forth above.
CITY OF DESERT HOT SPRINGS
By:
Name:
Title:
Time of Execution: ________________________
12.1.f
Packet Pg. 461 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
D-2–1
EXHIBIT D-2
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
FORM OF PRICING CONFIRMATION SUPPLEMENT
CITY OF MENIFEE
PRICING INFORMATION
Purchase Price Calculation
Proportionate Principal Amount of Certificates:
Plus: [Net] Original Issue Premium:
Less: Underwriter’s Discount:
Total Purchase Price
Use of Proceeds
Prepay Menifee 2012 Certificates
Costs of Issuance:
Certificate Insurance Policy:
Reserve Policy:
Net Proceeds:
Total Use of Proceeds
IMPORTANT DATES
Resolution Date of Local Agency: _________, 2020
Purchase Date: _________, 2020
Closing Date: _________, 2020
Certificate Payment Dates: June 1 of each year, commencing June 1, 20__
Interest Payment Dates: June 1 and December 1 of each year,
commencing [December 1, 2020]
Final Maturity Date: June 1, 20__
12.1.f
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D-2–2
IN WITNESS WHEREOF, the Purchase Contract is agreed to, and this Pricing
Confirmation Supplement appearing as Exhibit D thereto is accepted, all on the Purchase Date
set forth above.
CITY OF MENIFEE
By:
Name:
Title:
Time of Execution: ________________________
12.1.f
Packet Pg. 463 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
D-3–1
EXHIBIT D-3
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
FORM OF PRICING CONFIRMATION SUPPLEMENT
CITY OF MORENO VALLEY
PRICING INFORMATION
Purchase Price Calculation
Proportionate Principal Amount of Certificates:
Plus: [Net] Original Issue Premium:
Less: Underwriter’s Discount:
Total Purchase Price
Use of Proceeds
Prepay Moreno Valley 2013 Certificates
Costs of Issuance:
Certificate Insurance Policy:
Reserve Policy:
Net Proceeds:
Total Use of Proceeds
IMPORTANT DATES
Resolution Date of Local Agency: _________, 2020
Purchase Date: _________, 2020
Closing Date: _________, 2020
Certificate Payment Dates: June 1 of each year, commencing June 1, 20__
Interest Payment Dates: June 1 and December 1 of each year,
commencing [December 1, 2020]
Final Maturity Date: June 1, 20__
12.1.f
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D-3–2
IN WITNESS WHEREOF, the Purchase Contract is agreed to, and this Pricing
Confirmation Supplement appearing as Exhibit D thereto is accepted, all on the Purchase Date
set forth above.
CITY OF MORENO VALLEY
By:
Name:
Title:
Time of Execution: ________________________
12.1.f
Packet Pg. 465 Attachment: DRAFT Certificate Purchase Agreement - TRIP Pool (DHS Menifee Moreno Valley) (2608 : Total Road Improvement Program Debt
E–1
EXHIBIT E
$__________
California Statewide Communities
Development Authority Transportation Revenue (Installment Sale)
Certificates Of Participation, Series 2020___ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program)
PRIOR CERTIFICATES OF PARTICIPATION AND
PRIOR INSTALLMENT SALE AGREEMENTS
(i) California Communities Transportation Revenue (Installment Sale) Certificates of
Participation, Series 2012A (T.R.I.P. – Total Road Improvement Program) (the “Desert Hot Springs 2012
Certificates”) evidencing proportionate and undivided interests in installment sale payments payable by
the City of Desert Hot Springs under a 2012 Installment Sale Agreement, dated as of February 1, 2012, by
and between the Authority and the City of Desert Hot Springs;
(ii) California Communities Transportation Revenue (Installment Sale) Certificates of
Participation, Series 2012B (T.R.I.P. – Total Road Improvement Program) (the “Menifee 2012
Certificates”) evidencing proportionate and undivided interests in installment sale payments payable by
the City of Menifee under a 2012 Installment Sale Agreement, dated as of May 1, 2012, by and between
the Authority and the City of Menifee; and
(iii) California Communities Local Measure A Sale Tax Revenues (Installment Sale)
Certificates of Participation, Series 2013A (T.R.I.P. – Total Road Improvement Program) (the “Moreno
Valley 2013 Certificates” and together with the Desert Hot Springs 2012 Certificates and Menifee 2012
Certificates, the “Prior Certificates of Participation”) evidencing proportionate and undivided interests
in installment sale payments payable by the City of Menifee under a 2013 Installment Sale Agreement,
dated as of August 1, 2013, by and between the Authority and the City of Moreno Valley.
12.1.f
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OH&S 7/1/20 Draft
4133-9313-0533.3
OH&S 8/6/20 Draft
ESCROW AGREEMENT
by and between
CITY OF MENIFEE
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and Escrow Agent
Dated as of _______ 1, 2020
relating to the
CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE
(INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012B
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Evidencing Proportionate Interests of the Owners Thereof
in 2012 Installment Sale Payments to be Received From
CITY OF MENIFEE
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TABLE OF CONTENTS
Page
-i-
4133-9313-0533.3
Section 1. Establishment, Funding and Maintenance of Escrow Fund ............................................... 1
Section 2. Investment of the Escrow Fund. ........................................................................................ 2
Section 3. Payment of the Series 2012 Certificates ............................................................................ 3
Section 4. Transfer of Funds After Prepayment of Certificates .......................................................... 3
Section 5. Substitution of Securities ................................................................................................... 3
Section 6. Fees and Costs. .................................................................................................................. 4
Section 7. Resignation of the Escrow Agent ...................................................................................... 4
Section 8. Termination; Unclaimed Money ........................................................................................ 4
Section 9. Capacity of Escrow Agent ................................................................................................. 4
Section 10. Severability ........................................................................................................................ 5
Section 11. Amendment ........................................................................................................................ 5
Section 12. Execution of Counterparts ................................................................................................. 6
Section 13. Notice to the Escrow Agent and the City ........................................................................... 6
Section 14. Governing Law .................................................................................................................. 6
EXHIBIT A FORM OF NOTICE OF PREPAYMENT IN FULL ......................................................... A-1
EXHIBIT B FORM OF NOTICE OF DEFEASANCE .......................................................................... B-1
EXHIBIT C FORM OF ORDER OF THE AUTHORITY ..................................................................... C-1
EXHIBIT D FORM OF NOTICE OF DISCHARGE OF TRUST AGREEMENT ............................... D-1
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4133-9313-0533.3
This ESCROW AGREEMENT, dated as of _______ 1, 2020 (the “Escrow Agreement”),
between the CITY OF MENIFEE, a municipal corporation duly organized and existing under the laws of
the State of California (the “City”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association duly organized and existing under the laws of the United States as trustee (the
“Trustee”) with respect to the California Communities Transportation Revenue (Installment Sale)
Certificates of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program) described below
and acting in its capacity as escrow agent hereunder (the “Escrow Agent”), as acknowledged and accepted
by the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise
of powers authority duly organized and existing under and by virtue of the laws of the State of California
(the “Authority”);
WITNESSETH:
WHEREAS, the City is currently obligated to make certain payments with respect to the California
Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012B
(T.R.I.P. - Total Road Improvement Program) (the “Series 2012 Certificates”), delivered on May 10, 2012;
WHEREAS, the Series 2012 Certificates evidence and represent proportionate interests of the
Owners thereof in installment payments to be paid by the Authority from installment payments received
from the City pursuant to that 2012 Installment Sale Agreement, dated as of May 1, 2012, between the
Authority and the City (the “2012 Installment Sale Agreement”);
WHEREAS, the Series 2012 Certificates were executed and delivered by Wells Fargo Bank,
National Association, in the original aggregate principal amount of $20,000,000 pursuant to that certain
trust agreement, dated as of May 1, 2012 (the “Series 2012 Trust Agreement”), among the Authority, the
City and the Trustee, evidencing and representing proportionate and undivided interests in 2012 Installment
Sale Payments made by the City under the 2012 Installment Sale Agreement;
WHEREAS, the City has taken action to cause to be issued or delivered to the Escrow Agent for
deposit in or credit to a special trust fund to be created hereunder to be known as the escrow fund to be
maintained by the Escrow Agent (the “Escrow Fund”), certain Defeasance Obligations (as such term is
defined in the Series 2012 Trust Agreement, and subject to Article VIII of the Series 2012 Trust
Agreement), as listed on Schedule I attached hereto and made a part hereof (the “Escrow Securities”), in
a total amount which, together with income or interest to accrue on such Escrow Securities and an initial
cash deposit, has been verified in a report (the “Verification Report”) by [Verification Agent] (the
“Verification Agent”) to be sufficient to pay when due (i) the interest and principal coming due with
respect to the Series 2012 Certificates on and prior to June 1, 2022 (the “Prepayment Date”) and (ii) to
prepay on the Prepayment Date the Series 2012 Certificates maturing on and after June 1, 2022 on the
Prepayment Date at the principal evidenced and represented by the Certificates plus accrued interest to the
Prepayment Date, without premium (the “Prepayment Price”);
NOW, THEREFORE, the City, the Trustee and the Escrow Agent hereby agree as follows:
Section 1. Establishment, Funding and Maintenance of Escrow Fund. (a) The Escrow
Agent agrees to establish and maintain until all of the Series 2012 Certificates have been paid in full a fund
designated as the “Escrow Fund,” and to hold the securities, investments and moneys therein at all times
as a special and separate trust fund (wholly segregated from all other securities, investments or moneys on
deposit with the Escrow Agent). All securities, investments and moneys in the Escrow Fund are hereby
irrevocably pledged, subject to the provisions of Sections 2, 4 and 5 hereof, to secure the payment of the
Series 2012 Certificates. This Escrow Agreement shall provide the requisite not less than thirty (30) days
prior written notice to the Authority and the Trustee in accordance with Section 3.03 of the 2012 Installment
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4133-9313-0533.3
Sale Agreement describing prepayment of the Certificates and specifying the date on which the prepayment
will be paid and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60)
days from the date such notice is given.
(b) On _______ __, 20__, an amount equal to $_____ was deposited in the Escrow Fund,
$______ of which was derived from the proceeds of the sale of the Communities Development Authority
Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program) (the “Series 2020 Certificates”), executed and delivered
pursuant to the terms of a trust agreement, dated as of _______ 1, 2020 (the “Series 2020 Trust
Agreement”), by and among the Authority, Wilmington Trust, National Association, as trustee thereunder
(the “Series 2020 Trustee”), the City and certain other local agencies named therein, [if any], and $______
was transferred to the Escrow Agent and deposited in the Escrow Fund [from amounts released from the
________ fund/account under the Series 2012 Trust Agreement]. The Escrow Agent shall immediately
apply $_________ of such amount to acquire the Escrow Securities and shall hold the remainder of such
amount of $_________ uninvested.
Section 2. Investment of the Escrow Fund.
(a) The City and the Escrow Agent each shall take all remaining necessary action to have
issued and registered in the name of the Escrow Agent, for the account of the Escrow Fund, the Escrow
Securities listed on Schedule I attached hereto and shall hold in cash the amount of $_________.
(b) Except as otherwise provided in this subsection and Section 5, the Escrow Agent shall not
reinvest any cash portion of the Escrow Fund and shall hold such cash portion uninvested. The Escrow
Agent shall, upon written request of the City, reinvest any cash portion of the Escrow Fund in (x) direct
obligations of, and obligations on which the full and timely payment of principal and interest to
unconditionally guaranteed by the full faith and credit of the United States of America, or (y) in Defeasance
Obligations (as defined in the Series 2012 Trust Agreement and subject to Article VIII thereof), provided
that in the case of (y) the Escrow Agent receives (i) an opinion of nationally recognized bond counsel to
the effect that such reinvestment will not result in the inclusion of interest payable with respect to the Series
2012 Certificates in gross income for federal income tax purposes and (ii) a report of nationally recognized
independent certified public accountants to the effect that such reinvestment will not adversely affect the
sufficiency of the amount of securities, investments and moneys on deposit in the Escrow Fund to pay when
due the principal and interest evidenced and represented by the Series 2012 Certificates to the Prepayment
Date and to prepay the Series 2012 Certificates on the Prepayment Date at the Prepayment Price, together
with interest accrued with respect thereto to the Prepayment Date. Any receipts on investments made
pursuant to this Section in excess of the cost of such investments which are not needed for the defeasance
and prepayment of the Series 2012 Certificates as shown in the Verification Report shall, [be transferred to
the Local Agency Interest Payment Account established for the benefit of the City under the Series 2020
Trust Agreement][upon written request of the City, be remitted to the City free from the trust created by
this Escrow Agreement to be applied to pay eligible costs payable from Revenues in accordance with the
2012 Installment Sale Agreement].
(c) The Escrow Agent shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof.
(d) The Escrow Agent acknowledges receipt of the Verification Report from the Verification
Agent. The Escrow Agent may rely upon the conclusion of such report to the effect that the Escrow
Securities described on Schedule I hereto mature and bear interest payable in such amounts and at such
times as shall be necessary and sufficient to pay when due (i) the interest and principal coming due with
respect to the Series 2012 Certificates on and prior to the Prepayment Date and (ii) to prepay on the
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4133-9313-0533.3
Prepayment Date the Series 2012 Certificates maturing on and after June 1, 2022 on the Prepayment Date
at the Prepayment Price.
Section 3. Payment of the Series 2012 Certificates. (a) The City hereby requests and
irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees, to collect and deposit in the
Escrow Fund the principal of and interest on all Escrow Securities held for the account of the Escrow Fund
promptly as such principal and interest become due, and to apply, subject to the provisions of Sections 2, 4
and 5 hereof, such principal and interest, together with any other moneys and the principal of and interest
on any other securities deposited in the Escrow Fund, to pay when due (i) the interest and principal coming
due with respect to the Series 2012 Certificates on and prior to the Prepayment Date and (ii) to prepay on
the Prepayment Date the Series 2012 Certificates maturing on and after June 1, 2022 on the Prepayment
Date at the Prepayment Price, at the places and in the manner stipulated in the Series 2012 Trust Agreement,
and to give notice of such prepayment in substantially the form attached hereto as Exhibit A to the parties,
at the time and in the manner specified in the Series 2012 Trust Agreement. The City further requests and
irrevocably instructs the Escrow Agent, in accordance with Section 3.03 of the 2012 Installment Sale
Agreement, to prepay all of the 2012 Installment Sale Payments (as that term is defined under the 2012
Installment Sale Agreement) due under the 2012 Installment Sale Agreement through the application of
moneys deposited hereunder.
(b) The parties acknowledge that the Authority has requested, directed and irrevocably
instructed the Escrow Agent pursuant to the Order of the Authority, attached hereto as Exhibit C, to apply
the moneys transferred to or deposited with the Escrow Agent pursuant hereto to the payment of (a) the
Series 2012 Certificates to the Prepayment Date and to prepay the Series 2012 Certificates on the
Prepayment Date at the Prepayment Price, together with interest accrued with respect thereto to the
Prepayment Date, and the City hereby requests and irrevocably instructs the Escrow Agent to give notice
of prepayment of the Series 2012 Certificates, in accordance with the provisions of the Series 2012 Trust
Agreement.
The City hereby requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby
agrees, to post notice of defeasance of the Series 2012 Certificates in substantially the form attached hereto
as Exhibit B in accordance with Article VIII of the Series 2012 Trust Agreement on or before ____ __,
2020.
Section 4. Transfer of Funds After Prepayment of Certificates. Subject to Section 8
hereof, the City hereby requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby
agrees, to transfer all remaining funds any money or securities remaining in the Escrow Fund after payment
of the Prepayment Price [to the Local Agency Interest Payment Account established for the benefit of the
City under the Series 2020 Trust Agreement][upon written request of the City, to the City free from the
trust created by this Escrow Agreement to be applied to pay eligible costs payable from Revenues in
accordance with the 2012 Installment Sale Agreement].
Section 5. Substitution of Securities. Except as provided in Sections 1, 2 and 4 hereof and
in this Section, the Escrow Agent shall have no power or duty to invest any funds held under this Escrow
Agreement or to sell, transfer or otherwise dispose of or make substitutions of the investments initially
required to be made therewith. Upon the written request of the City, and subject to the conditions and
limitations herein set forth and applicable governmental rules and regulations, the Escrow Agent shall sell,
redeem or otherwise dispose of the Escrow Securities, provided that there are substituted therefor from the
proceeds of the Escrow Securities other Defeasance Obligations (as defined in the Series 2012 Trust
Agreement and subject to Article VIII thereof). The Escrow Agent shall purchase such substituted
securities with the proceeds derived from the sale, transfer, disposition or redemption of the Escrow
Securities. The amounts realized from the disposition of the Escrow Securities and purchase of substitute
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4133-9313-0533.3
securities, together with the earnings thereon not required by the Escrow Agent to fulfill its obligations
hereunder, shall immediately be released to the City. The disposition and substitution may be effected only
after the Escrow Agent receives (i) an opinion of nationally recognized bond counsel to the effect that such
disposition and substitution will not result in the inclusion of interest payable with respect to the Series
2012 Certificates in gross income for federal income tax purposes and (ii) a report of nationally recognized
independent certified public accountants to the effect that such disposition and substitution will not
adversely affect the sufficiency of the amount of securities, investments and moneys on deposit in the
Escrow Fund to pay the Series 2012 Certificates to the Prepayment Date and to prepay the Series 2012
Certificates on the Prepayment Date at the Prepayment Price, together with interest accrued with respect
thereto to the Prepayment Date. The Escrow Agent shall not be liable or responsible for any loss resulting
from any disposition or substitution made pursuant to this Escrow Agreement and in full compliance with
the provisions hereof.
Section 6. Fees and Costs.
(a) The Escrow Agent’s annual fees and costs for acting as Escrow Agent under this Escrow
Agreement are to be agreed upon by the Escrow Agent and the City and paid by the City. The rights, duties
and obligations of the Escrow Agent shall, except as otherwise expressly provided herein, be governed by
the Series 2012 Trust Agreement. The annual fees and costs of the Escrow Agent for any other duties to
be carried out by it under the Series 2012 Trust Agreement shall continue as previously agreed upon
between the Escrow Agent and the City.
(b) The City agrees to indemnify and hold the Escrow Agent, its officers, employees, directors
and agents harmless from and against any and all losses, costs, expenses, claims and liabilities whatsoever
(including, without limitation, fees and expenses of attorneys) which may be imposed on, asserted against
or incurred by the Escrow Agent related to or arising from the acceptance and performance by the Escrow
Agent of its duties hereunder, unless due to the negligence or willful misconduct of the indemnified party.
(c) The obligations of the City under this Section shall survive the termination or discharge of
this Escrow Agreement and the earlier removal or resignation of the Escrow Agent.
(d) The fees of and the costs incurred by the Escrow Agent shall in no event be deducted or
payable from or constitute a lien against the Escrow Fund.
Section 7. Resignation of the Escrow Agent. The Escrow Agent may resign and be
discharged of its duties hereunder if and at such time as the Escrow Agent shall resign or be discharged as
Trustee under the Series 2012 Trust Agreement in accordance with the provisions of the Series 2012 Trust
Agreement. Any successor Trustee under the Series 2012 Trust Agreement shall succeed as the Escrow
Agent under this Escrow Agreement.
Section 8. Termination; Unclaimed Money. This Escrow Agreement shall terminate when
the principal and interest evidenced and represented by the Certificates have been paid and any money
remaining in the Escrow Fund shall be transferred pursuant to Section 4 hereof; provided, that money held
by the Escrow Agent in the Escrow Fund for the payment and discharge of any of the Series 2012
Certificates which remains unclaimed shall be disposed of in accordance with the terms of the Series 2012
Trust Agreement.
Section 9. Capacity of Escrow Agent. The Escrow Agent is entering into this Escrow
Agreement in its capacity as Trustee under the Series 2012 Trust Agreement and the protections, immunities
and limitations from liability afforded to the Trustee under the Series 2012 Trust Agreement (including,
without limitation, as set forth in Section 5.01 and 5.02 thereof) shall be applicable to this Escrow
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Agreement and are incorporated by reference herein. Subject to the provisions of Sections 4, 5 and 8 hereof,
moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the Series 2012
Certificates in accordance with the Series 2012 Trust Agreement.
The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow
Agreement and no implied duties, covenants or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The Escrow Agent shall not have any liability hereunder except to the extent of its
negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or
consequential damages. The Escrow Agent shall not be liable for any loss from any investment or
substitution of Escrow Securities made by it in accordance with the terms of this Escrow Agreement. The
Escrow Agent shall not be liable for the recitals or representations contained in this Escrow Agreement and
shall not be responsible for the validity of this Escrow Agreement, the sufficiency of the Escrow Fund or
the moneys and Escrow Securities or any substitute Escrow Securities to pay the principal, interest and
premium on the Series 2012 Certificates.
Any bank, corporation or association into which the Escrow Agent may be merged or converted or
with which it may be consolidated, or any bank, corporation or association resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any bank, corporation or
association succeeding to all or substantially all of the corporate trust business of the Escrow Agent shall
be the successor of the Escrow Agent hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto except on the part of any of the parties
hereto where an instrument of transfer or assignment is required by law to effect such succession, anything
herein to the contrary notwithstanding.
The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow
Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods,
provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons
designated to give such instructions or directions and containing specimen signatures of such designated
persons, which such incumbency certificate shall be amended and replaced whenever a person is to be
added or deleted from the listing. If the City elects to give the Escrow Agent e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon
such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The
Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction. The City agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Escrow Agent,
including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk
of interception and misuse by third parties.
Section 10. Severability. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the
remaining provisions of this Escrow Agreement.
Section 11. Amendment. (a) The parties hereto may, without the consent of or notice to the
holders of the unpaid Certificates, enter into such agreements supplemental to this Escrow Agreement as
shall not materially, adversely affect the rights of such holders hereunder and shall not be inconsistent with
the terms and provisions of this Escrow Agreement, for any one or both of the following purposes:
(1) to cure any ambiguity or formal defect or omission in this Escrow Agreement; and
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(2) to grant or confer upon the Escrow Agent for the benefit of the holders of the Series
2012 Certificates, any additional rights, remedies, powers or authority that may lawfully be granted
to or conferred upon the Escrow Agent.
(b) The Escrow Agent shall enter into such agreements only upon receipt of, and shall be
entitled to rely conclusively upon, an opinion of nationally recognized bond counsel to the effect that any
such agreement complies with this Section 11, and does not materially adversely affect the rights of the
holders of the Series 2012 Certificates.
Section 12. Execution of Counterparts. This Escrow Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an original and all of which
shall together constitute but one and the same instrument.
Section 13. Notice to the Escrow Agent and the City. Any notice to or demand upon the
Escrow Agent may be served or presented, and such demand may be made, at the corporate trust office of
the Escrow Agent at Wells Fargo Bank, National Association, 333 South Grand Ave., 5th floor,| Los
Angeles, CA 90071, Attention: Corporate Trust Department, or as otherwise specified by the Escrow Agent
in accordance with the provisions of the Series 2012 Trust Agreement. Any notice to or demand upon the
City shall be deemed to have been sufficiently given or served for all purposes by being mailed by certified
or registered mail, and deposited, postage prepaid, in a post office letter box, addressed to the City at City
of Menifee, 29714 Haun Road, Menifee, California 92586, Attention: Finance Director (or at such other
address as may have been filed in writing by the City with the Escrow Agent).
Section 14. Governing Law. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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IN WITNESS WHEREOF, CITY OF MENIFEE has caused this Escrow Agreement to be signed
by its duly authorized representative and WELLS FARGO BANK, NATIONAL ASSOCIATION has
caused this Escrow Agreement to be signed in its name by its duly authorized representative all as of the
day and year first above written.
CITY OF MENIFEE
By:
Authorized Representative
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee and Escrow Agent
By:
Authorized Representative
ACKNOWLEDGED AND ACCEPTED:
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
By
Authorized Representative
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SCHEDULE I
ESCROW SECURITIES
[Tables __ and ___ from Verification Report]
(attached below)
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EXHIBIT A
FORM OF NOTICE OF PREPAYMENT IN FULL
NOTICE OF PREPAYMENT
CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE
(INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012B
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Date of Delivery: May 10, 2012
NOTICE IS HEREBY GIVEN by Wells Fargo Bank, National Association, as trustee (the
“Trustee”), for and on behalf of the California Statewide Communities Development Authority (the
“Authority”) and City of Menifee (the “City”), that the California Communities Transportation Revenue
(Installment Sale) Certificates of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program)
specified in the table below (the “Certificates”) evidencing and representing 2012 Installment Sale
Payments by the City are subject to optional prepayment on June 1, 2022 (the “Prepayment Date”). The
Certificates will be prepaid at a price equal to 100% of the principal evidenced and represented by the
Certificates plus accrued interest to the Prepayment Date, without premium (the “Prepayment Price”). The
Certificates were originally executed and delivered on May 10, 2012, pursuant to a trust agreement, dated
as of May 1, 2012 (the “Trust Agreement”), among the Authority, the City and the Trustee. On the
Prepayment Date there will become due and payable on each of the Certificates the Prepayment Price
represented thereby, together with interest accrued with respect thereto to the Prepayment Date, and from
and after such Prepayment Date, interest thereon shall cease to accrue. The Certificates to be prepaid are
as follows:
Maturing
(June 1)
Principal
Component Interest Rate CUSIP
2023 $ 490,000 5.250% 13012C AZ5
2024 515,000 5.250 13012C BA9
2025 545,000 5.250 13012C BB7
2026 575,000 5.250 13012C BC5
2027 605,000 5.250 13012C BD3
2031 2,695,000 4.000 13012C BE1
2042 10,685,000 5.250 13012C BF8
[The Certificates are required to be surrendered at the addresses of the Trustee specified below.
Payment of the Certificates called for prepayment will be made upon presentation and surrender of said
Certificates as follows:
First Class/Registered/Certified
By Hand Only
Express Delivery Only
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Additional information regarding the foregoing actions may be obtained from Wells Fargo Bank,
National Association, Corporate Trust Department, Bondholder Relations, telephone number
_____________.]
Under the Tax Cuts and Jobs Act of 2017 (the “Act”), paying agents making payments of interest
or principal on municipal securities may be obligated to withhold a 24% tax from remittance to individuals
who have failed to furnish the paying agent with a certified and valid taxpayer identification number.
Owners of the Certificates who wish to avoid the imposition of the tax should submit certified taxpayer
identification numbers when presenting the Certificates for payment.
Capitalized terms used but undefined herein shall have the meaning given such terms in the Trust
Agreement.
* None of the Authority, the City or the Trustee shall be held responsible for the selection or use of the
CUSIP numbers, nor is any representation made as to their correctness indicated in this Prepayment
Notice, which are included solely for the convenience of the Owners.
By WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
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EXHIBIT B
FORM OF NOTICE OF DEFEASANCE
NOTICE OF DEFEASANCE
CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE
(INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012B
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
Date of Delivery: May 10, 2012
NOTICE IS HEREBY GIVEN by Wells Fargo Bank, National Association, as trustee (the
“Trustee”), for and on behalf of the California Statewide Communities Development Authority (the
“Authority”) and the City of Menifee (the “City”), that the California Communities Transportation Revenue
(Installment Sale) Certificates of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program)
specified in the table below (the “Certificates”) evidencing and representing 2012 Installment Sale
Payments by the City have been defeased though a deposit of certain Defeasance Obligations (as such term
is defined in the Trust Agreement (as defined below) pursuant to which the Certificates were executed and
delivered) (the “Escrow Securities”), in a total amount which, together with income or interest to accrue on
such Escrow Securities and an initial cash deposit, has been verified in a report by [Verification Agent] to
be sufficient to pay when due the interest and principal coming due with respect to the Certificates prior to
June 1, 2022 (the “Prepayment Date”) and to prepay the Certificates on the Prepayment Date at the principal
evidenced and represented by the Certificates plus accrued interest to the Prepayment Date, without
premium. The Certificates were originally executed and delivered on May 10, 2012, pursuant to a trust
agreement, dated as of May 1, 2012 (the “Trust Agreement”), among the Authority, the City and the
Trustee. The Certificates defeased are as follows:
Maturing
(June 1)
Principal
Component Interest Rate CUSIP
2021 $ 445,000 5.000% 13012C AX0
2022 470,000 5.000 13012C AY8
2023 490,000 5.250 13012C AZ5
2024 515,000 5.250 13012C BA9
2025 545,000 5.250 13012C BB7
2026 575,000 5.250 13012C BC5
2027 605,000 5.250 13012C BD3
2031 2,695,000 4.000 13012C BE1
2042 10,685,000 5.250 13012C BF8
In accordance with the Trust Agreement, the Certificates have been defeased through the
irrevocable deposit of cash and federal securities into the escrow fund for such Certificates (the “Escrow
Fund”). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow
Agreement, dated as of ________ 1, 2020, by and between the City and Wells Fargo Bank, National
Association, as Trustee and Escrow Agent thereunder, and acknowledged and accepted by the California
Statewide Communities Development Authority (the “Authority”). As a result of such deposit, the Owners
of such Certificates cease to be entitled to the pledge of and charge and lien upon the Revenues as provided
in the Trust Agreement [and, if such payment shall pay the Certificates in full on the maturity or prepayment
date,][and] all agreements, covenants and other obligations of the Authority and the City to the Owners of
the Certificates under the Trust Agreement, and the right, title and interest of the Authority in the 2012
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Installment Sale Agreement and the obligations of the City under the 2012 Installment Sale Agreement, has
ceased, terminated and become void and be discharged and satisfied. The pledge of the funds provided for
under the Trust Agreement and all other obligations of the Authority and the City to the Owners and
beneficial owners of the Certificates shall hereafter be limited to the application of moneys in the Escrow
Fund for the payment and prepayment of the Certificates.
On the Prepayment Date there will become due and payable on each of the Certificates the
Prepayment Price represented thereby, together with interest accrued with respect thereto to the Prepayment
Date, and from and after such Prepayment Date, interest thereon shall cease to accrue.
The filing of this notice does not constitute or imply any representation regarding any other
financial or operating information about the Authority or the City or any representation that no other
circumstances or events have occurred which may have a bearing on the Authority’s or the City’s financial
condition or an investor’s decision to buy, sell or hold any certificates, bonds or other obligations that relate
to the Authority or the City.
Capitalized terms used but undefined herein shall have the meaning given such terms in the Trust
Agreement.
* None of the Authority, the City or the Trustee shall be held responsible for the selection or use of the
CUSIP numbers, nor is any representation made as to their correctness indicated in this Defeasance Notice,
which are included solely for the convenience of the Owners.
By WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
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EXHIBIT C
FORM OF ORDER OF THE AUTHORITY
CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2012B
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
ORDER OF THE AUTHORITY
TO: WELLS FARGO BANK, NATIONAL ASSOCIATION, as escrow agent (the “Escrow Agent”)
under the Escrow Agreement, dated as of _______ 1, 2020 (the “Escrow Agreement”), by and
between City of Menifee (the “City”) and the Escrow Agent, and as trustee (the “Trustee”) under
the trust agreement, dated as of May 1, 2012 (the “Series 2012 Trust Agreement”), among the
California Statewide Communities Development Authority (the “Authority”), the City and the
Trustee.
In accordance with Sections 2.03 and 8.01 of the Series 2012 Trust Agreement, the Authority
hereby authorizes, directs and irrevocably instructs you to prepay the Certificates as set forth in the Escrow
Agreement and to apply the moneys and proceeds of securities transferred to or deposited with you as
Escrow Agent pursuant to the Escrow Agreement to the payment of the principal or Prepayment Price and
interest with respect to the California Communities Transportation Revenue (Installment Sale) Certificates
of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program).
The Authority has caused to be delivered to the Insurer (as defined in the Series 2012 Trust
Agreement) and the Trustee: (i) a report of an Independent Certified Public Accountant or such other
accountant as shall be acceptable to the Insurer verifying the sufficiency of the escrow established to pay
the Certificates in full on the maturity or prepayment date, (ii) an escrow deposit agreement or refunding
instructions and agreement (in form and substance to the Insurer), (iii) an opinion of nationally recognized
bond counsel to the effect that the Certificates are no longer “Outstanding” under the Series 2012 Trust
Agreement, and (iv) a certificate of discharge of the Trustee with respect to the Certificates.
The Authority makes no representation hereby as to compliance with the requirements of the Series
2012 Trust Agreement or the Agreement as defined therein.
Capitalized terms used but not defined in this certificate shall have the meanings ascribed thereto
in the Series 2012 Trust Agreement.
Dated: _______ __, 20__.
THE CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY
By:
Authorized Officer
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EXHIBIT D
FORM OF NOTICE OF DISCHARGE OF TRUST AGREEMENT
CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2012B
(T.R.I.P. – TOTAL ROAD IMPROVEMENT PROGRAM)
CERTIFICATE OF RELEASE AND SATISFACTION REGARDING TRUST AGREEMENT
The undersigned, an authorized officer of Wells Fargo Bank, National Association, DOES
HEREBY CERTIFY as follows:
1. In accordance with the provisions of that certain Trust Agreement, dated as of May 1, 2012
(the “Trust Agreement”), by and between the California Statewide Communities Development Authority
(the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Trustee
executed and delivered the California Communities Transportation Revenue (Installment Sale) Certificates
of Participation, Series 2012B (T.R.I.P. - Total Road Improvement Program) evidencing principal in
$20,000,000 aggregate principal amount, of which $17,025,000 principal amount is currently outstanding
(the “Certificates”) evidencing and representing proportionate and undivided interests in 2012 Installment
Sale Payments made by the City of Menifee (the “City”) under the 2012 Installment Sale Agreement, dated
as of May 1, 2012, between the Authority and the City (the “2012 Installment Sale Agreement”).
2. Section 8.02 of the Trust Agreement provides that the Trust Agreement and the pledge of
Revenues and other assets made thereunder and all covenants, agreements and other obligations of the
Authority and the City with respect to the Certificates under the Trust Agreement shall cease as provided
thereunder upon the deposit with the Trustee, in trust, of money or securities in the amount necessary as
provided in the Trust Agreement.
3. Wells Fargo Bank, National Association, as Trustee, is further acting as Escrow Agent as
defined in the Escrow Agreement, dated as of ______ 1, 2020 (the “Escrow Agreement”), between the City
and Wells Fargo Bank, National Association, as Trustee and acting in its capacity as escrow agent
thereunder (the “Escrow Agent”), and acknowledged and accepted by the Authority, with respect to the
Certificates.
4. The Trustee hereby certifies that is has received written direction of the City with respect
to prepayment of the 2012 Installment Sale Payments under the 2012 Installment Sale Agreement at a
prepayment price equal to the principal amount of the outstanding 2012 Certificates plus accrued interest
to the date of prepayment. The Escrow Agent, on the date hereof, hereby certifies that it has received the
amount of $_______, constituting a portion of the proceeds of the Communities Development Authority
Transportation Revenue (Installment Sale) Certificates of Participation, Series 2020__ (Federally Taxable)
(T.R.I.P. – Total Road Improvement Program), the receipt of which is hereby acknowledged, and said
amount has been deposited on the date hereof in the Escrow Fund established pursuant to the Escrow
Agreement.
5. The Authority has delivered to the Trustee its Order of the Authority, dated the date hereof,
under which the Authority elects, at the request of the City to defease the Certificates and the pledge of
Revenues (as defined in the Trust Agreement) and other assets under the Trust Agreement with respect to
such Certificates.
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6. The City has caused for there to be deposited with the Escrow Agent, in trust, money in an
amount necessary to prepay the Certificates, together with a Verification Report on which the Trustee shall
rely to make this certification and written direction of the City and irrevocable instruction to provide notice
of prepayment thereof in satisfaction of Article VIII of the Trust Agreement. The City remains responsible
for paying any Escrow Agent or Trustee fees due until the Certificates are paid in full and the Escrow
Agreement has terminated.
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust
Agreement.
Dated: ______ __, 2020
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Representative
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Taxable Refunding Update
Total Road Improvement Program (TRIP)
•Refunding Analysis Based on Market
Conditions as of August 7, 2020
2012 Bonds Summary
Par Amount $17,025,000
Avg. Coupon 5.1%
Call Date 6/1/2022
2020 Refunding Analysis Summary
Par Amount $17,920,000
Avg. Borrowing Yield 3.14%
Escrow Yield 0.11%
NPV Savings ($)11.02%
NPV Savings (%)$1,876,021
Avg. Annual Savings¹$199,866
Total Savings $4,332,277
Year
Prior
Payments
New
Payments Savings
2021 $1,302,838 $1,167,747 $135,091
2022 1,305,588 1,107,916 197,672
2023 1,302,088 1,100,187 201,901
2024 1,301,363 1,101,410 199,953
2025 1,304,325 1,106,235 198,090
2026 1,305,713 1,105,151 200,562
2027 1,305,525 1,107,317 198,208
2028 1,303,763 1,102,794 200,969
2029 1,303,363 1,101,921 201,442
2030 1,301,963 1,099,985 201,978
2031 1,304,563 1,106,956 197,607
2032 1,305,963 1,107,167 198,796
2033 1,301,850 1,101,074 200,776
2034 1,300,900 1,098,776 202,125
2035 1,302,850 1,105,098 197,752
2036 1,302,438 1,104,705 197,733
2037 1,304,663 1,102,689 201,974
2038 1,304,263 1,104,000 200,263
2039 1,301,238 1,102,397 198,841
2040 1,305,588 1,104,780 200,808
2041 1,301,788 1,100,980 200,808
2042 1,305,100 1,106,166 198,934
Totals $28,677,725 $24,345,448 $4,332,277
¹Excludes Fiscal Year 2021.
Note: Preliminary and Subject to Change. Interest Rate Assumptions are Based on Current
Market Conditions and Similar Credits. The City’s Actual Results may Differ, and Stifel makes no Commitment to Underwrite at these Levels.
12.1.h
Packet Pg. 484 Attachment: Menifee Savings Update (2608 : Total Road Improvement Program Debt
Disclosure
Stifel,Nicolaus &Company,Incorporated (“Stifel”)has been engaged or appointed to serve as an underwriter or
placement agent with respect to a particular issuance of municipal securities to which the attached material relates
and Stifel is providing all information and advice contained in the attached material in its capacity as underwriter or
placement agent for that particular issuance.As outlined in the SEC’s Municipal Advisor Rule,Stifel has not acted,and
will not act,as your municipal advisor with respect to the issuance of the municipal securities that is the subject to the
engagement.
Stifel is providing information and is declaring to the proposed municipal issuer that it has done so within the
regulatory framework of MSRB Rule G-23 as an underwriter (by definition also including the role of placement agent)
and not as a financial advisor,as defined therein,with respect to the referenced proposed issuance of municipal
securities.The primary role of Stifel,as an underwriter,is to purchase securities for resale to investors in an arm’s-
length commercial transaction.Serving in the role of underwriter,Stifel has financial and other interests that differ
from those of the issuer.The issuer should consult with its own financial and/or municipal,legal,accounting,tax and
other advisors,as applicable,to the extent it deems appropriate.
These materials have been prepared by Stifel for the client or potential client to whom such materials are directly
addressed and delivered for discussion purposes only.All terms and conditions are subject to further discussion and
negotiation.Stifel does not express any view as to whether financing options presented in these materials are
achievable or will be available at the time of any contemplated transaction.These materials do not constitute an offer
or solicitation to sell or purchase any securities and are not a commitment by Stifel to provide or arrange any financing
for any transaction or to purchase any security in connection therewith and may not relied upon as an indication that
such an offer will be provided in the future.Where indicated,this presentation may contain information derived from
sources other than Stifel.While we believe such information to be accurate and complete,Stifel does not guarantee
the accuracy of this information.This material is based on information currently available to Stifel or its sources and is
subject to change without notice.Stifel does not provide accounting,tax or legal advice;however,you should be aware
that any proposed indicative transaction could have accounting,tax,legal or other implications that should be
discussed with your advisors and /or counsel as you deem appropriate.
12.1.h
Packet Pg. 485 Attachment: Menifee Savings Update (2608 : Total Road Improvement Program Debt
CITY OF MENIFEE
SUBJECT: Multi-Agency Memorandum of Understanding
MEETING DATE: August 19, 2020
TO: Mayor and City Council
PREPARED BY: Imelda Huerta, Senior Management Analyst
REVIEWED BY: Jeff Wyman, Assistant City Manager
APPROVED BY: Armando G. Villa, City Manager
RECOMMENDED ACTION
1. Discuss the formation of a Memorandum of Understanding (MOU) with neighboring
agencies with regard to grants; and
2. Provide direction to staff regarding the MOU content.
DISCUSSION
At the February 19, 2020 City Council meeting, a future agenda item was requested regarding
creating a Memorandum of Understanding (MOU) with neighboring agencies. This MOU is
intended for future cooperation with other cities and agencies related to grants, and other
opportunities that are for regional benefit.
To ensure an appropriately inclusive MOU is drafted, staff is requesting direction on parameters
and objectives.
FISCAL IMPACT
There is no fiscal impact.
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