HomeMy WebLinkAbout23 Res Nos. 2021-20 and 2021-21 - University Park CFDSTAFF REPORT
CITY OF PALM DESERT
FINANCE DEPARTMENT
MEETING DATE: May 13, 2021
PREPARED BY: Veronica Tapia, Senior Management Analyst
REQUEST: Adopt Resolutions No. 2021-20 and 2021-21, 1) approving a Deposit and
Reimbursement Agreement and the engagement of certain financing
professionals for a Tender Bonds Alternative in the refunding program for
the outstanding Series 2006A City of Palm Desert Community Facilities
District No. 2005-1 ”University Park CFD”, and 2) acting as the Legislative
Body of University Park CFD, approving a Tender Bonds Alternative
Component of the refunding program and a Notice and Participation Form
as well as taking certain other actions in connection therewith.
________________________________________________________________________
Recommendation
That the City Council,
1) Waive further reading and adopt Resolution No. 2021-20 approving and authorizing a
Deposit and Reimbursement Agreement and approving and affirming the employment of
certain financing professionals in connection with a Tender Bonds Alternative in
connection with the refunding program for outstanding special tax bonds, Series 2006A,
of City of Palm Desert Community Facilities District No. 2005-1 (University Park); and
2) Waive further reading and adopt Resolution No. 2021-21 acting as Legislative Body of City
of Palm Desert Community Facilities District No. 2005-1 (University Park), approving and
authorizing a Tender Bonds Alternative Component of the refunding program for outstanding
special tax bonds, Series 2006A, of the District, and approving a Notice and Participation
Form and taking certain other actions in connection therewith.
Strategic Plan
Approval of the request supports the Land Use, Housing and Open Space Priority 2 by providing
a funding mechanism to assist in financing further development of University Park.
Executive Summary
The City’s Goals and Policies for Community Facilities Districts (the “CFD Policy”) requires a
developer to advance and deposit funds with the City to compensate the City for its non-contingent
costs incurred in connection with formation of, and issuance of special tax bonds, by a community
facilities district (“CFD”) under the Mello-Roos Community Facilities Act of 1982. Since
September 10, 2020, the City Council has taken steps to implement a refunding program to
refinance outstanding Series 2006A special tax bonds of City of Palm Desert Community Facilities
District No. 2005-1 (University Park) (“CFD 2005-1”) for cost savings, including the formation of a
new Community Facilities District (“CFD 2021-1”) at the request of University Park Investor, LLC,
and authorizing the work for the issuance of refunding bonds by CFD 2021-1 and CFD 2005-1.
May 13, 2021 - Staff Report
Adopt Reso 2021-20 Approving the Deposit and Reimbursement Agreement with Lennar
Adopt Reso 2021-21 Approving Tender Bonds Alternative Component-Refunding Program
Page 2 of 3
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Recently, Lennar Homes of California, Inc.(“Lennar”), the developer of approximately 21.36 acres
within CFD 2005-1 (the “Lennar Parcel”), has expressed their desire for the City to implement a
Tender Bonds Alternative Component of the refunding program in order to extinguish their portion
of CFD 2005-1 lien and has posted with the City a deposit to cover the City’s related costs.
Approval of the resolutions is necessary to provide that option, which will facilitate the further
development of property within CFD 2005-1.
Background
CFD 2005-1 issued two series of debt in 2006 and 2007 with a combined par amount of $67.915
million. The repayment of that debt is a burden that is carried by the property owners within the
boundaries of CFD 2005-1.
In early 2016, the City authorized a bond call of all of the outstanding 2007 series and part of the
outstanding 2006 series using unspent bond proceeds. After the bond call, there was
$31,130,000 remaining of the 2006 series, of which $26,250,000 currently remains outstanding.
At the time of issuance, it was anticipated that the properties would be developed with a mix of
residential, commercial, office, and open space. Due to timing, market conditions and subsequent
market downturn, the property within CFD 2005-1 has been slow to develop following formation
of CFD 2005-1, with significantly more property currently remaining undeveloped in CFD 2005-1
than having completed development. Among the undeveloped property owners is AG Essential
Housing CA 4, L.P., a property holding company for Lennar.
Government Code Section 53344.1 and Resolution No. 05-87 (Resolution of Intention), adopted
by the City Council on October 13, 2005 as part of the formation proceedings for CFD 2005-1,
authorize the City to implement the Tender Bonds Alternative.
The Tender Bonds Alternative will allow owners of parcels (like the Lennar Parcel) under the rate
and method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, at their
option, purchase and tender certain Refunding Bonds to the CFD Treasurer in full payment of the
CFD 2005-1 special tax obligation secured by their property and extinguish the CFD 2005-1
special tax lien on their parcels.
In order to update the preliminary work required for the issuance of the Refunding Bonds,
members the City’s finance team must be asked to modify their associated duties, as previously
approved on September 10, 2020. Pursuant to the CFD Policy, Lennar has posted a deposit
based on the additional non-contingent costs as proposed by the members of the finance team.
If adopted by the City Council, the Resolution approving the Tender Bonds Alternative Component
will also approve a Notice and Participation Form to be mailed to the owners of parcels currently
classified as “Undeveloped Property” under Rate and Method at their respective mailing
addresses. Undeveloped Property owners may opt to participate in the Tender Bonds Alternative
by returning the form to the designated address by June 4, 2021.
Staff recommends approval of the Tender Bonds Alternative Component, as well as the Deposit
May 13, 2021 - Staff Report
Adopt Reso 2021-20 Approving the Deposit and Reimbursement Agreement with Lennar
Adopt Reso 2021-21 Approving Tender Bonds Alternative Component-Refunding Program
Page 3 of 3
and Reimbursement Agreement with Lennar, in order to continue to facilitate the financing needs
of the developers within CFD 2005-1 and their development plans.
Fiscal Analvsis
All of the non-contingent costs of the Tender Bonds Alternative component of the refunding
program will be covered or reimbursed to the City pursuant to the deposit and reimbursement.
The Tender Bonds Alternative will simplify the credit of the Refunding Bonds, and savings
generated by the refunding will benefit the current and future property owners within the University
Park CFD.
LEGAL REVIEW
Approved as to
Form
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CITY MANAGER
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William L. Strausz Janet M. Moore Janet M. Moore
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Andy Firestine
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ATTACHMENTS: Resolution No. 2021-20
CFD Deposit Agreement
Resolution No. 2021-21
Notice of Tender Bonds Alternative and Participation Form
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RESOLUTION NO. 2021-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM
DESERT, CALIFORNIA, APPROVING AND AUTHORIZING A DEPOSIT
AND REIMBURSEMENT AGREEMENT AND APPROVING AND
AFFIRMING THE EMPLOYMENT OF CERTAIN FINANCING
PROFESSIONALS IN CONNECTION WITH A TENDER BONDS
ALTERNATIVE IN CONNECTION WITH THE REFUNDING PROGRAM
FOR OUTSTANDING SPECIAL TAX BONDS, SERIES 2006A, OF CITY
OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1
(UNIVERSITY PARK)
RECITALS:
WHEREAS, pursuant to Section 53312.7 of the Mello-Roos Community
Facilities Act of 1982 (California Government Code Section 53311 et seq.), as amended
(the “Act”), the City Council (the “City Council”) of the City of Palm Desert (the “City”) on
October 13, 2005, by Resolution No. 05-86, adopted the City’s Goals and Policies for
Community Facilities Districts (the “CFD Policy”); and
WHEREAS, pursuant to the Act, the City Council previously conducted
proceedings in 2005 and 2006 to establish the City of Palm Desert Community Facilities
District No. 2005-1 (University Park) (“CFD 2005-1”) and to authorize the levy of special
taxes by CFD 2005-1 and the issuance of special tax bonds by CFD 2005-1 to finance
certain public improvements and development fees used for public improvements, which
proceedings included an election held on January 12, 2006, pursuant to which the
qualified electors within CFD 2005-1 unanimously approved the levy of such special taxes
and issuance of such special tax bonds by CFD 2005-1; and
WHEREAS, the City Council of the City, pursuant to Resolution No. 06-33
adopted on March 23, 2006, approved the issuance by CFD 2005-1 of its Special Tax
Bonds, Series 2006A (the “Prior CFD 2005-1 Bonds”), and on May 9, 2006, CFD 2005-1
issued the Prior CFD 2005-1 Bonds in the original aggregate principal amount of
$50,000,000, of which $26,250,000 in aggregate principal amount presently remains
outstanding; and
WHEREAS, the boundaries of CFD 2005-1 are depicted on the boundary
map for CFD 2005-1 recorded in Book 64 of the County of Riverside Maps of Assessment
and Community Facilities Districts, at page 78, in the County Recorder’s Office as
Instrument No. 2005-0904136, on November 1, 2005, which map is hereby incorporated
by reference; and
WHEREAS, on September 10, 2020, the City Council of the City authorized
the reinstatement of the City’s financing team, consisting of certain financing
professionals, for the purpose of refunding the Prior CFD 2005-1 Bonds for cost savings
(the “Refunding Program”), and the benefits of the Refunding Program will benefit the
property owners within CFD 2005-1; and
RESOLUTION NO. 2021-20
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WHEREAS, as part of the Refunding Program and at the request of
University Park Investor, LLC (“UPI”) in connection with its proposed development of
certain real property located within CFD 2005-1 and following a deposit of monies made
by UPI pursuant to the CFD Policy to cover and reimburse the City for its costs in
connection with UPI’s request, the City Council has commenced proceedings, including
the adoption of resolutions in March 2021 and April 2021, to form “City of Palm Desert
Community Facilities District No. 2021-1 (University Park)” (“CFD 2021-1”), authorize the
levy of special taxes therein, and authorize the issuance of special tax bonds by CFD
2021-1 to pay and defease a portion of Prior CFD 2005-1 bonds allocable to the UPI
Property and finance additional public facilities required for the development of the UPI
Property without affecting the special taxes for the other properties within CFD 2005-1;
and
WHEREAS, due to the Great Recession relating to real estate mortgage
crisis beginning in 2007-08 and the recent severe recession relating to the global COVID-
19 pandemic, the property within CFD 2005-1 has been slow to develop following
formation of CFD 2005-1, with significantly more property currently remaining
undeveloped in CFD 2005-1 than having completed development; and
WHEREAS, Lennar Homes of California, Inc. (the “Developer”) is the
developer of approximately 21.36 acres known as Assessor’s Parcel Number 694-190-
046 (the “Project”) of the approximately 260 total acres of land located within the City and
CFD 2005-1; and
WHEREAS, in connection with the Developer’s proposed development of
the Project and the Refunding Program, the Developer has requested the City to include
in the Refunding Program a tender bonds alternative (the “Tender Bonds Alternative”),
pursuant to the authority conferred by California Government Code Section 53344.1 and
Resolution No. 05-87, adopted by the City Council on October 13, 2005 in connection
with the formation proceedings for CFD 2005-1, to allow the purchase and tender of
certain refunding bonds by owners of undeveloped property within the District to the
District Treasurer in full payment of the CFD 2005-1 special taxes secured by such
property, on such terms and conditions as the City may establish; and
WHEREAS, the Tender Bonds Alternative will allow owners of parcels
currently classified as “Undeveloped Property” under the rate and method of
apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, in connection
with the refunding of the Prior CFD 2005-1 Bonds and at the option of such property
owners, extinguish the CFD 2005-1 special tax lien on their parcels in exchange for an
amount paid to the District equal to their respective shares of the portion of Prior CFD
2005-1 Bonds allocable to their properties, which may be beneficial to development plans
for Undeveloped Property which otherwise is precluded from prepaying special taxes
under the Rate and Method; and
WHEREAS, owners of parcels currently classified as “Developed Property”
under the Rate and Method are permitted to prepay their CFD 2005-1 special tax
obligation at any time and will benefit from the Refunding Program, regardless of inclusion
RESOLUTION NO. 2021-20
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of the Tender Bonds Alternative on the terms and conditions proposed to be established
by the City in consultation with the City’s special tax administrator, Willdan Financial
Services; and
WHEREAS, the CFD Policy requires the Developer to advance and deposit
funds with the City to compensate the City for its non-contingent costs incurred in
connection with the Tender Bonds Alternative; and
WHEREAS, pursuant to Section 53314.9 of the Act and the CFD Policy, the
City and the Developer desire to enter into a Deposit and Reimbursement Agreement (the
“Deposit Agreement”) in order to provide for the advance of funds by the Developer for
the City to pay or reimburse the City’s costs incurred in connection with the establishment
and implementation of the Tender Bonds Alternative as part of the Refunding Program,
and to provide for the return of any unexpended or uncommitted portion of such funds
advanced to the Developer; and
WHEREAS, the form of the proposed Deposit Agreement is on file with the
City Clerk of the City (the “City Clerk”); and
WHEREAS, to facilitate the establishment and implementation of the
Tender Bonds Alternative as part of the Refunding Program, the City Council desires to
approve and affirm the appointment and employment of a team of financing professionals;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM
DESERT DOES HEREBY RESOLVE, FIND, DECLARE AND ORDER AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Deposit Agreement. The Deposit Agreement, proposed to be
entered into by and between the City and the Developer, in the form presented at this
meeting and on file with the City Clerk, is hereby approved. Each of the Mayor, the Mayor
Pro Tem (in the Mayor’s absence), the City Manager, the Assistant City Manager (in the
City Manager’s absence), and any deputy of such officers (each, an “Authorized Officer”),
acting singly, is hereby authorized and directed, for and in the name and on behalf of the
City, to execute and deliver the Deposit Agreement in substantially said form, with such
additions or changes as the Authorized Officer executing the same may approve in
consultation with the City Attorney and Bond Counsel (such approval to be conclusively
evidenced by such Authorized Officer’s execution and delivery thereof).
Section 3. Appointment of Financing Team. The appointments of Del
Rio Advisors, LLC, as municipal advisor; Richards, Watson & Gershon, A Professional
Corporation, as bond counsel; Willdan Financial Services, as Special Tax Consultant; and
Piper Sandler & Co., as placement agent, in connection with proposed establishment and
implementation of the Tender Bonds Alternative as part of the Refunding Program are
hereby approved and affirmed.
RESOLUTION NO. 2021-20
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Section 4. Other Acts. The Authorized Officers, the Director of Finance,
and the other officers of the City are hereby authorized and directed, jointly and severally,
to do any and all things and to execute and deliver any and all documents which they may
deem necessary or advisable in order to effectuate the purposes of this Resolution and
the Deposit Agreement, and any such actions previously taken by such officers are
hereby ratified and confirmed.
Section 5. Effective Date. This Resolution shall take effect immediately
upon adoption.
PASSED, APPROVED and ADOPTED by the City Council of the City of
Palm Desert, California, on this 13th day of May, 2021, by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Kathleen Kelly, Mayor
ATTEST:
________________________________
M. Gloria Sanchez, Acting City Clerk
City of Palm Desert, California
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DEPOSIT AND REIMBURSEMENT AGREEMENT
City of Palm Desert
Community Facilities District No. 2005-1 (University Park)
THIS DEPOSIT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated
as of May 13, 2021, is by and between the CITY OF PALM DESERT, a California municipal
corporation (the “City”), and LENNAR HOMES OF CALIFORNIA, INC., a California
corporation (the “Developer”).
RECITALS
WHEREAS, the City of Palm Desert Community Facilities District No. 2005-1
(University Park) (the “District”) is a community facilities district established by the City pursuant
to proceedings undertaken by the City Council in late 2005 and early 2006 pursuant to the Mello-
Roos Community Facilities Act of 1982 (California Government Code Section 53311 et seq.), as
amended (the “Act”); and
WHEREAS, the Developer entered into an option agreement (the “Option Agreement”)
with AG Essential Housing CA 4, L.P., a Delaware limited partnership (the “Property Owner”)
with respect to certain real property comprised of a parcel located within the City and the District
known as Assessor’s Parcel Number 694-190-046 (the “Property”), whereby the Developer has
the option to acquire the Property from the Property Owner pursuant to a takedown schedule and
to develop the property pursuant to a Construction Agreement (the “Construction Agreement” and
together with the Option Agreement, the “Landbank Agreements”); and
WHEREAS, pursuant to, and during the term of, the Landbank Agreements, all costs
associated with the development of the Property are the responsibility of the Developer, including
any costs associated with the District; and
WHEREAS, in connection with (i) the Developer’s proposed development of the Property
and (ii) the City’s current refunding program to issue bonds (the “Refunding Bonds”) to refund all
of the outstanding Series 2006A Bonds of the District for savings (the “CFD 2005-1 Refunding
Program”), the Developer has requested the City to include in the CFD 2005-1 Refunding Program
a tender bonds alternative (the “Tender Bonds Alternative”), pursuant to the authority conferred
by California Government Code Section 53344.1 and Resolution No. 05-87, adopted by the City
Council on October 13, 2005, to allow the purchase and tender of Refunding Bonds by owners of
undeveloped property within the District to the District Treasurer in full payment of the special
taxes secured by such property, on such terms and conditions as the City may establish; and
WHEREAS, the City’s Goals and Policies for Community Facilities Districts (the “CFD
Policy”), approved by the City Council on October 13, 2005 by its Resolution No. 05-86, requires
the Developer to compensate the City for its costs incurred in connection with the Tender Bonds
Alternative; and
WHEREAS, the City is willing to evaluate and pursue the establishment and
implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program,
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provided that the Developer provides an advance and deposit of funds with the City pursuant to
the CFD Policy and the Act, including Section 53314.9 therein, to compensate the City for its
costs relating to the establishment and implementation of the Tender Bonds Alternative as part of
the CFD 2005-1 Refunding Program; and
WHEREAS, the City and the Developer desire to enter into this Agreement pursuant to
Section 53314.9 of the Act and the CFD Policy in order to provide for the advance of funds by the
Developer for the City to pay or reimburse the City’s costs incurred in connection with the
establishment and implementation of the Tender Bonds Alternative as part of the CFD 2005-1
Refunding Program, and to provide for the return of any unexpended or uncommitted portion of
such funds advanced to the Developer.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing and the mutual promises
and covenants herein contained, and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
Section 1. Recitals. Each of the above recitals is incorporated herein and is
true and correct.
Section 2. The Deposit; Additional Advances.
(a) The Developer has advanced and deposited, or caused to be advanced and
deposited, with the City the amount of $34,000.00, which shall be used by the City to pay the
City’s Initial Costs (as defined in Section 3(a) below) in connection with the establishment and
implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program.
(b) The Developer hereby agrees to advance any additional amounts (each, an
“Additional Deposit”) necessary to pay any Initial Costs incurred by t he City, in excess of the
amounts of the advance and deposit described in Section 2(a) above (the “Initial Deposit”),
promptly upon written demand by the City Manager or the Director of Finance of the City. The
Initial Deposit and any Additional Deposit shall be referred to as the “Deposits” and may be
commingled with other funds of the City for purposes of investment and safekeeping, but the City
shall at all times maintain records as to the expenditures of the Deposits. Notwithstanding the
foregoing, the City Manager may direct City staff and consultants to cease all work related to t he
establishment and implementation of the Tender Bonds Alternative as part of the CFD 2005-1
Refunding Program until the Additional Deposit so demanded has been received by the City.
Section 3. Use of Funds; Return of Deposits; Reimbursement. The
Deposits shall be administered as follows:
(a) Payment or Reimbursement of Initial Costs. The City may draw upon the
Deposits from time to time to pay for, or reimburse itself for the payment from City monies of, the
actual costs incurred for any authorized purpose in connection with the establishment and
implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program,
including, without limitation, (i) the fees and expenses of any consultants to the City engaged in
connection with the establishment and implementation of the Tender Bonds Alternative as part of
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the CFD 2005-1 Refunding Program, including an engineer, special tax consultant, financial
advisor, bond counsel, placement agent, and any other consultant reasonably deemed necessary or
advisable by the City, (ii) the costs of feasibility studies and other reports reasonably deemed
necessary or advisable by the City in connection with the establishment and implementation of the
Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program, (iii) the costs of
preparation, mailing, and publication of notices and other costs related to any action or proceeding
undertaken in connection with the establishment and implementation of the Tender Bonds
Alternative as part of the CFD 2005-1 Refunding Program, (iv) reasonable charges for City staff
time incurred in connection with the establishment and implementation of the Tender Bonds
Alternative as part of the CFD 2005-1 Refunding Program, including a reasonable allocation of
City overhead expense related thereto, and (v) any and all other actual costs and expenses incurred
by the City in connection with the establishment and implementation of the Tender Bonds
Alternative as part of the CFD 2005-1 Refunding Program (collectively, the “Initial Costs”).
(b) Termination of Proceedings for Tender Bonds Alternative or to Issue
Refunding Bonds; Handling of Deposits. If the Refunding Bonds are not issued or the City
determines not to establish or implement the Tender Bonds Alternative, the City shall, within ten
(10) business days after the abandonment or termination of proceedings under the Act with respect
to the issuance of the Refunding Bonds or the Tender Bonds Alternative, as applicable, return the
then unexpended portion of the Deposits to the Developer, without interest, less an amount equal
to any Initial Costs incurred by the City that are subject to payment, or reimbursement to the City
under Section 3(a) above, but have not yet been so paid or reimbursed.
Section 4. Agreement Not Debt or Liability of City. This Agreement shall
not constitute a debt or liability of the City. The City shall not be obligated to advance any of its
own funds to pay Initial Costs or any other costs incurred in connection with the establishment and
implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program.
No member of the City Council of the City and no officer, employee or agent of the City shall to
any extent be personally liable hereunder.
Section 5. No Obligation to Establish Tender Bonds Alternative or Issue
Refunding Bonds. The Developer acknowledges and agrees that the establishment and
implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program
or to issue Refunding Bonds shall be in the sole discretion of the City. No provision of this
Agreement shall be construed as an agreement, promise or warranty of the City to establish or
implement the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program or to issue
Refunding Bonds.
Section 6. Accounting. The Director of Finance of the City shall provide the
Developer with a written accounting of moneys expended under this Agreement, within ten (10)
business days of the receipt by the Director of Finance of the City of a written request therefor
submitted by an authorized officer of the Developer. No more than one accounting will be
provided in any calendar month, and the cost of providing the accounting shall be charged to, or
reimbursed to the City from, the Deposits.
Section 7. Indemnification. The Developer hereby agrees to indemnify,
defend (with counsel acceptable to the City), protect and hold harmless the City and the CFD and
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their respective elective or appointive boards, council members, officers, employees, and agents
(the “Indemnified Parties”) from any and all claims, rights, grievances, demands, debts, liabilities,
obligations, costs, expenses, causes of action, actions, suits, proceedings, losses, expenses, or
damages of any kind or nature, including attorneys’ fees, whether known or unknown, existing or
potential, anticipated or unanticipated, or which may hereafter be sustained, arising out of or in
any way related to any breach by the Developer of this Agreement. This hold harmless agreement
shall apply to all liability regardless of whether any insurance policies are applicable or insurance
proceeds are available to the Developer. Any such policy limits do not act as a limitation upon the
amount of indemnification to be provided by the Developer.
Section 8. Attorney’s Fees. Anything else in this Agreement notwithstanding,
if any party brings an action to enforce the terms hereof or declare its rights hereunder, the
prevailing party in any such action shall be entitled to its reasonable attorneys’ fees to be paid by
the losing party as fixed by the court.
Section 9. Other Agreements. The obligations of the Developer hereunder
shall be that of a party hereto. Nothing herein shall be construed as affecting the City’s, the
Developer’s, or the Property Owner’s rights, or duties to perform their respective obligations,
under other agreements, use regulations or subdivision requirements relating to the Property. This
Agreement shall not confer any additional rights, or waive any rights given, by either party hereto
under any development or other agreement to which they are a party.
Section 10. Titles and Captions. Titles and captions are for convenience of
reference only and do not define, describe or limit the scope or the intent of this Agreement or of
any of its terms. References to section numbers are to sections in this Agreement, unless expressly
stated otherwise.
Section 11. Interpretation. As used in this Agreement, masculine, feminine or
neuter gender and the singular or plural number shall each be deemed to include the others where
and when the context so dictates. The word “including” shall be construed as if followed by the
words “without limitation.” This Agreement shall be interpreted as though prepared jointly by
both parties.
Section 12. No Waiver. A waiver by either party of a breach of any of the
covenants, conditions or agreements under this Agreement to be performed by the other party shall
not be construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Agreement.
Section 13. Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made in writing and in each instance signed on
behalf of each party.
Section 14. Legal Advice. Each party represents and warrants to the other the
following: they have carefully read this Agreement, and in signing this Agreement, they do so with
full knowledge of any right which they may have; they have recei ved independent legal advice
from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have
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freely signed this Agreement without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.
Section 15. Cooperation. Each party agrees to cooperate with the other in this
transaction and, in that regard, to sign any and all documents which may be reasonably necessary,
helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not
limited to, releases or additional agreements.
Section 16. Notices. Any notice, payment or instrument required or permitted
by this Agreement, or in connection with the establishment and implementation of the Tender
Bonds Alternative as part of the CFD 2005-1 Refunding Program, to be given or delivered to either
party shall be given by first class mail or personal delivery to the party entitled thereto at its address
set forth below, by overnight mail, or by facsimile or other form of telecommunication, confirmed
by telephone at its number set forth below. Notice shall be effective either (i) upon transmission
by facsimile or other form of telecommunication (provided that receipt is confirmed), (ii) seventy-
two (72) hours after deposit in the United States first class mail, postage prepaid, (iii) in the case
of overnight mail, upon delivery to the addressed destination, or (iv) in the case of personal
delivery to any person, upon actual receipt.
City or District: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Facsimile: (760) 776-6306
Telephone: (760) 346-0611
Attention: City Manager
Developer: Lennar Homes of California, Inc.
980 Montecito Drive, Suite 300
Corona, CA 92879
Attention: Geoff Smith
Telephone: (951) 817-3517
Email: Geoffrey.Smith@Lennar.com
With a copy to:
Property Owner:
AG Essential Housing CA 4, L.P.
c/o AGWIP Asset Management LLC
8585 E. Hartford Drive, Suite 118
Scottsdale, AZ 85255
Attention: Mike Bakta
Telephone: (617) 650-9908
Email: mike.batka@agwipam.com
Each party may change its address or addresses for delivery of notice by delivering seven (7)
calendar days’ prior written notice of such change of address to the other party.
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Section 17. California Law. This Agreement shall be governed and construed
in accordance with the laws of the State of California. The parties shall be entitled to seek any
remedy available at law and in equity.
Section 18. Severability. If any term, provision, condition or covenant of this
Agreement or its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is held
invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest
extent permitted by law.
Section 19. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the parties hereto.
Section 20. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute but one and the same
instrument.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date frst written above.
CITY:
DEVELOPER:
CITY OF PALM DESERT, a California LENNAR HOMES OF CALIFORNIA,
municipal corporation INC., a California corporation
BY' By: -��
Kathleen Kel1y, Mayor Name: Geoffrey Srnith
Attest:
Title: Vice President
M. Gloria Sanchez, Acting City Clerk
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Bonds Alternative (Palm Desert CFD 2001-1 Ref STBs 2021) 5.13.21.DOCX
RESOLUTION NO. 2021-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM
DESERT, CALIFORNIA, FOR ITSELF AND ACTING AS LEGISLATIVE
BODY OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT
NO. 2005-1 (UNIVERSITY PARK), APPROVING AND AUTHORIZING A
TENDER BONDS ALTERNATIVE COMPONENT OF THE REFUNDING
PROGRAM FOR OUTSTANDING SPECIAL TAX BONDS, SERIES
2006A, OF THE DISTRICT, AND APPROVING A NOTICE AND
PARTICIPATION FORM AND TAKING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
RECITALS:
WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982
(California Government Code Section 53311 et seq.), as amended (the “Act”), the City
Council of the City of Palm Desert (the “City”) previously conducted proceedings in 2005
and 2006 to establish the City of Palm Desert Community Facilities District No. 2005-1
(University Park) (“CFD 2005-1”) and to authorize the levy of special taxes by CFD 2005-
1 and the issuance of special tax bonds by CFD 2005-1 to finance certain public
improvements and development fees used for public improvements, which proceedings
included an election held on January 12, 2006, pursuant to which the qualified electors
within CFD 2005-1 unanimously approved the levy of such special taxes and issuance of
such special tax bonds by CFD 2005-1; and
WHEREAS, the City Council of the City, pursuant to Resolution No. 06-33
adopted on March 23, 2006, approved the issuance by CFD 2005-1 of its Special Tax
Bonds, Series 2006A (the “Prior CFD 2005-1 Bonds”), and on May 9, 2006, CFD 2005-1
issued the Prior CFD 2005-1 Bonds in the original aggregate principal amount of
$50,000,000, of which $26,250,000 in aggregate principal amount presently remains
outstanding; and
WHEREAS, the boundaries of CFD 2005-1 are depicted on the boundary
map for CFD 2005-1 recorded in Book 64 of the County of Riverside Maps of Assessment
and Community Facilities Districts, at page 78, in the County Recorder’s Office as
Instrument No. 2005-0904136, on November 1, 2005, which map is hereby incorporated
by reference; and
WHEREAS, on September 10, 2020, the City Council of the City authorized
the reinstatement of the City’s financing team, consisting of certain financing
professionals, for the purpose of refunding the Prior CFD 2005-1 Bonds for cost savings
(the “Refunding Program”), and the benefits of the Refunding Program will benefit the
property owners within CFD 2005-1; and
WHEREAS, as part of the Refunding Program, the City Council has
commenced proceedings, including the adoption of resolutions in March 2021 and April
2021, to form “City of Palm Desert Community Facilities District No. 2021-1 (University
RESOLUTION NO. 2021-21
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Bonds Alternative (Palm Desert CFD 2001-1 Ref STBs 2021) 5.13.21.DOCX
Park)” (“CFD 2021-1”) to encompass a portion of the property within CFD 2005-1
consisting of approximately 174 acres, authorize the levy of special taxes therein, and
authorize the issuance of special tax bonds by CFD 2021-1 to pay and defease a portion
of Prior CFD 2005-1 bonds allocable to the property within CFD 2021-1 and finance
additional public facilities required for the development of the property within CFD 2021-
1 without affecting the special taxes for the other properties within CFD 2005-1; and
WHEREAS, due to the Great Recession relating to real estate mortgage
crisis beginning in 2007-08 and the recent severe recession relating to the global COVID-
19 pandemic, the property within CFD 2005-1 has been slow to develop following
formation of CFD 2005-1, with significantly more property currently remaining
undeveloped in CFD 2005-1 than having completed development; and
WHEREAS, to facilitate development of other property remaining
undeveloped within CFD 2005-1, the City Council desires to add to the Refunding
Program a tender bonds alternative (the “Tender Bonds Alternative”), pursuant to the
authority conferred by California Government Code Section 53344.1 and Resolution No.
05-87, adopted by the City Council on October 13, 2005 in connection with the formation
proceedings for CFD 2005-1, to allow the purchase and tender of certain refunding bonds
by owners of undeveloped property within CFD 2005-1 to the CFD 2005-1 Treasurer in
full payment of the CFD 2005-1 special tax obligation secured by such property, on such
terms and conditions as the City may establish; and
WHEREAS, the Tender Bonds Alternative will allow owners of parcels
currently classified as “Undeveloped Property” under the rate and method of
apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, in connection
with the refunding of the Prior CFD 2005-1 Bonds and at the option of such property
owners, extinguish the CFD 2005-1 special tax lien on their parcels in exchange for an
amount paid to CFD 2005-1 equal to their respective shares of the portion of Prior CFD
2005-1 Bonds allocable to their properties, which may be beneficial to development plans
for Undeveloped Property which otherwise is precluded from prepaying special taxes
under the Rate and Method; and
WHEREAS, owners of parcels currently classified as “Developed Property”
under the Rate and Method are permitted to prepay their CFD 2005-1 special tax
obligation at any time and will benefit from the Refunding Program, regardless of inclusion
of the Tender Bonds Alternative on the terms and conditions proposed to be established
by the City in consultation with the City’s special tax administrator, Willdan Financial
Services; and
WHEREAS, the City Council desires to approve and authorize the Tender
Bonds Alternative as part of the Refunding Program and approve a Notice of Tender
Bonds Alternative and Undeveloped Property Owner Participation Form (the “Notice and
Participation Form”), the form of which is on file with the City Clerk of the City, in
connection therewith;
RESOLUTION NO. 2021-21
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Bonds Alternative (Palm Desert CFD 2001-1 Ref STBs 2021) 5.13.21.DOCX
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM
DESERT, FOR ITSELF AND ACTING AS THE LEGISLATIVE BODY OF CITY OF PALM
DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK),
DOES HEREBY RESOLVE, FIND, DECLARE AND ORDER AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Tender Bonds Alternative Authorized. The Tender Bonds
Alternative is hereby approved and authorized to be established as a component of the
Refunding Program for the Prior CFD 2005-1 Bonds.
Section 3. Notice and Participation Form. The Notice and Participation
Form, proposed to be provided to the owners of Undeveloped Property within CFD 2005-
1, in the form presented at this meeting and on file with the City Clerk, is hereby approved.
Piper Sandler & Co., as Placement Agent for the Tender Bonds Alternative component of
the Refunding Program, is hereby authorized and directed to mail the Notice and
Participation Form to the owners of parcels currently classified as “Undeveloped Property”
under Rate and Method at their respective mailing addresses as shown on the County
Assessor’s tax roll, or such other more current address known to the City, in substantially
said form, with such additions or changes as may be required or deemed advisable by
Bond Counsel.
Section 4. Bond Purchase Contract. The City Manager of the City, the
Assistant City Manager of the City, and the Director of Finance of the City are hereby
directed to develop, with the assistance of Bond Counsel, a form of Bond Purchase
Contract for the Tender Bonds Alternative component of the Refunding Program. The
form of Bond Purchase Contract shall be presented to the City Council of the City, acting
as legislative body of CFD 2005-1, for approval in connection with consideration of
approval of the issuance of the refunding bonds by CFD 2005-1 and the related bond and
disclosure documents.
Section 5. Other Acts. The City Manager of the City, the Assistant City
Manager of the City, the Director of Finance, and the other officers of the City are hereby
authorized and directed, jointly and severally, to do any and all things and to execute and
deliver any and all documents which they may deem necessary or advisable in order to
effectuate the purposes of this Resolution, the establishment and implementation of
Tender Bonds Alternative as a component of the Refunding Program for the Prior CFD
2005-1 Bonds, and the Notice and Participation Form, and any such actions previously
taken by such officers are hereby ratified and confirmed.
Section 6. Effective Date. This Resolution shall take effect immediately
upon adoption.
RESOLUTION NO. 2021-21
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PASSED, APPROVED and ADOPTED by the City Council of the City of
Palm Desert, California, on this 13th day of May, 2021, by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Kathleen Kelly, Mayor
ATTEST:
________________________________
M. Gloria Sanchez, Acting City Clerk
City of Palm Desert, California
P6401-1052\2528899v2.doc
City of Palm Desert
Community Facilities District No. 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
[NAME OF UNDEVELOPED PROPERTY OWNER]
[MAILING ADDRESS 1]
[MAILING ADDRESS 2]
[CITY], [STATE] [ZIP CODE]
Re: Riverside County Assessor’s Parcel No(s). ____________
Dear Property Owner:
In 2006, the City Council of the City of Palm Desert (the “City”) formed the City of Palm Desert
Community Facilities District No. 2005-1 (University Park) (the “District”). The District issued
Special Tax Bonds, Series 2006A (the “2006A Bonds”) to finance public improvements to serve
the property within the District and levied special taxes against properties in the District,
including your property, to pay for administrative costs of the District and interest and principal
on the 2006A Bonds.
On September 10, 2020, the City Council of the City authorized the City’s financing team,
consisting of certain financing professionals, to commence work for the purpose of refunding the
2006A Bonds with the issuance of refunding bonds (collectively, the “Refunding Bonds”) for
cost savings (the “Refunding Program”). If the Refunding Bonds are successfully issued, the
cost savings will benefit properties within the District, including your property.
On May 13, 2021, the City Council of the City adopted its Resolution No. 2021-__, authorizing
as part of the Refunding Program a tender bonds alternative (the “Tender Bonds Alternative”),
pursuant to the authority conferred by California Government Code Section 53344.1 and
Resolution No. 05-87, adopted by the City Council on October 13, 2005 in connection with the
formation proceedings for the District. If the Refunding Bonds are successfully issued, the
Tender Bonds Alternative will allow owners of undeveloped property within the District to
purchase and tender certain Refunding Bonds to the District Treasurer in full payment of the
District special tax obligation secured by such property, on terms and conditions established by
the City and described in this Notice and Participation Form.
The special tax obligation on your property is disclosed pursuant to a Notice of Special Tax Lien,
recorded by the District on January 24, 2006, as Document No. 2006-0053744 in the Office of
the County Recorder, Riverside County, California, pursuant to applicable law and a rate and
method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) set forth as
Exhibit “B” to the Notice of Special Tax Lien.
Under the Rate and Method, parcels within the District for which a building permit has been
issued may prepay their special tax obligation at any time in accordance with the provisions of
Page 2 of 6
City of Palm Desert CFD 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
the Rate and Method, and by prepaying the special tax obligation, cancel and extinguish the
District’s special tax lien on their property.
You have been provided with this Notice and Participation Form, because no building permit has
been issued as of March 1, 2021 for your property within the District. If you elect to participate
in the Tender Bonds Alternative and purchase Refunding Bonds from the District for tender to
the District in full payment of the District special taxes secured by your property, the District’s
special tax lien will be cancelled and extinguished from your property upon the successful
closing for the issuance of the Refunding Bonds and concurrent tender to the District Treasurer
of the purchased Refunding Bonds, projected for the end of July 2021.
This opportunity to participate in the Tender Bonds Alternative and extinguish the special tax
obligation from your property, prior to issuance of any building permits, is only available at this
time, as part of the Refunding Program and in connection with the issuance of Refunding Bonds.
Participation in the Tender Bonds Alternative will require the following:
Timely submittal of this Participation Form by the deadline of Friday, June 4, 2021.
A good faith deposit in the amount of $___________________, representing your
property’s allocable share of the redemption price of the outstanding 2006A Bonds to be
refunded and redeemed on the next available redemption date of September 1, 2021
pursuant to the Refunding Program. The good faith deposit must be deposited with the
City by wire transfer or cashier’s check no later than Monday, July 12, 2021.
A Bond Purchase Contract with the District, executed by the property owner on or about
Wednesday, July 14, 2021, pursuant to which the property owner agrees to purchase
Refunding Bonds in the principal amount of the good faith deposit and tender the
Refunding Bonds purchased by the property owner to the District Treasurer on the
issuance and delivery date of the Refunding Bonds (estimated at the end of July 2021) in
full payment of the Special Taxes secured by such property, pursuant to California
Government Code Section 53344.1 and the bond indenture pursuant to which the
Refunding Bonds are issued; and
A Purchaser Letter, in substantially the form attached to this Notice as Exhibit A,
executed by the property owner in connection with the closing for the Tender Bonds
Alternative.
The execution and delivery of certain receipts and closing instructions in form and
substance satisfactory to Bond Counsel to the District to facilitate the implementation of
the Tender Bonds Alternative.
If you have elected to participate in the Tender Bonds Alternative and Refunding Bonds are not
issued for any reason whatsoever, the Tender Bonds Alternative shall become null and void, the
good faith deposit shall be returned to you by the City, and the District will continue to levy
special taxes on your property in accordance with the Rate and Method.
Page 3 of 6
City of Palm Desert CFD 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
You may elect to participate in the Tender Bonds Alternative component of the Refunding
Program by checking the box below, completing this form, and submitting the completed,
executed form electronically to the District’s placement agent for the Refunding Bonds in the
Tender Bonds Alternative, Piper Sandler & Co., Attn: Renee Vancho, Renee.Vancho@psc.com,
no later than Friday, June 4, 2021. Participation Forms received after such date will be
invalid.
□ The undersigned property owner hereby confirms that no building permits have been
issued for the property identified hereinbelow and elects to participate in the Tender
Bonds Alternative component of the Refunding Program.
Riverside County Assessor’s Parcel No(s).:
Name of Property Owner:
Contact Person/Title:
Signature:
Mailing Address:
Telephone No.:
Email Address:
Dated:
All Participation Forms and participating property owners are subject to verification as to
eligibility.
If you have any questions, please contact the following representatives of the District’s
placement agent for the Refunding Bonds in the Tender Bonds Alternative, Piper Sandler & Co.:
Renee Vancho (Renee.Vancho@psc.com), or Dennis McGuire (Dennis.McGuire@psc.com)
Under no circumstances shall this Notice and Participation Form constitute an offer to sell or a solicitation of an offer to buy nor
shall there be any sale of the Refunding Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Page 4 of 6
City of Palm Desert CFD 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
EXHIBIT A
FORM OF PURCHASER LETTER
City of Palm Desert Community Facilities District No. 2005-1 (University Park)
Palm Desert, California
Piper Sandler & Co.
Sacramento, California
U.S. Bank National Association
Los Angeles, California
Re: $_________________ aggregate initial principal amount City of Palm Desert
Community Facilities District No. 2005-1 (University Park) Special Tax
Refunding Bonds, Subordinate Series 2021B (Taxable)
Ladies and Gentlemen:
The undersigned, [Name of Undeveloped Property Owner] (the “Purchaser”), is the
purchaser of $_________________ in initial principal amount of the above-referenced bonds
(the “Bonds”) of the City of Palm Desert Community Facilities District No. 2005-1 (University
Park) (the “District”). The Bonds are issued under and pursuant to Mello-Roos Community
Facilities Act of 1982 (California Government Code Section 53311 et seq.), as amended (the
“Act”) and a Bond Indenture, dated as of July 1, 2021 (the “Indenture”) by and between the
District and U.S. Bank National Association (the “Trustee”). All capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indenture.
The undersigned acknowledges that the Bonds were issued for the purpose of refunding
outstanding special tax bonds of the District upon the security of special taxes as more
particularly described in the Indenture.
In connection with the purchase by the Purchaser from the District of the Bonds, the
Purchaser makes the following representations, warranties, and certifications upon which you
may rely:
(a) The Purchaser agrees to the terms and provisions set forth in the Bonds
and in the Indenture, has the authority to purchase the Bonds, and to execute this letter and any
other instruments and documents required to be executed by the Purchaser in connection with the
purchase of the Bonds.
(b) The Purchaser has fully sufficient knowledge and experience in financial
and business matters, including purchase and ownership of municipal obligations, as to be
Page 5 of 6
City of Palm Desert CFD 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
capable of evaluating the merits and risks of the investment represented by the Bonds on the
basis of the information and review described in paragraphs (f), (g), and (h) below.
(c) The Purchaser is purchasing the Bonds for its own account and is not
purchasing the Bonds for the purpose of resale or distribution. The Purchaser understands that
its rights under the Bonds may not be transferred, assigned or sold to any person or entity except
in accordance with this Purchaser Letter and the Indenture, and (except for any tender of the
Bonds by the Purchaser to the District pursuant to the Indenture) unless it first obtains from the
transferee and delivers to the District a Purchaser Letter substantially in the form of this
Purchaser Letter, with no material revisions except as may be approved in writing by the District.
(d) The Purchaser understands that (i) the Bonds are a limited obligati on of
the District secured by a subordinate lien upon, and payable solely from, Net Taxes and other
amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account) as
provided in the Indenture, (ii) no other fund or property of the District or the City of Palm Desert
(the “City”) is liable for the payment of the Bonds, (iii) none of the payment obligations with
respect to the Bonds are secured by a pledge of any money received or to be received from
taxation by the City or any political subdivision thereof, other than the Net Taxes of the District,
and (iv) there is no reserve fund for the Bonds.
(e) The Purchaser understands that (i) neither the Indenture nor the Bonds
have been registered with any federal or state securities agency or commission or otherwise
qualified for sale under the “Blue Sky” laws or regulations of any state, and such registration is
not legally required as of the date hereof; (ii) the Bonds will not be listed on any stock or other
securities exchange; (iii) the Bonds do not and will not carry a rating from any rating service;
(iv) the Bonds will be delivered in a form which may not be readily marketable; and (v) the
Bonds are not subject to any continuing disclosure undertaking pursuant to SEC Rule 15c-12, as
amended. The Purchaser agrees that it will comply with any applicable state and federal
securities laws then in effect with respect to any disposition of the Bonds by it, and further
acknowledges that any current exemption from registration of the Bonds does not affect or
diminish such requirements.
(f) The Purchaser, as a sophisticated investor, has made its own credit inquiry
and analyses with respect to the Bonds and the security therefor. The Purchaser has assumed the
responsibility for obtaining and making such review as the Purchaser has deemed necessary or
desirable in connection with the decision to purchase the Bonds. The Purchaser is aware that the
District involves certain economic variables and risks that could adversely affect the security for
the Bonds.
(g) The Purchaser acknowledges and understands that no official statement or
private placement memorandum of any kind has been or will be prepared or provided to the
Purchaser, and to the extent the Purchaser has required or desired any information related to the
Bonds, the Purchaser has requested and received such information.
(h) The Purchaser has been provided an opportunity to ask questions of, and
the Purchaser has received answers from, representatives of the District regarding the terms and
conditions of the Indenture, and the Purchaser has obtained all additional information requested
Page 6 of 6
City of Palm Desert CFD 2005-1 (University Park)
Notice of Refunding Program and Tender Bonds Alternative
Undeveloped Property Owner Participation Form
by it in connection with the Indenture and the Bonds. Any additional information specifically
requested by the Purchaser from the District or the City, on behalf of the District, and provided
to the Purchaser prior to the Delivery Date constitutes all the information, review and
investigation that the Purchaser has deemed necessary or desirable prior to and in connection
with its decision to purchase the Bonds.
(i) This Purchaser Letter is expressly for your benefit and may not be relied
upon by any other party.
(j) The person signing this letter on behalf of the Purchaser is a duly
appointed, qualified and acting representative of the Investor and authorized to make the
certifications, representations and warranties contained herein.
IN WITNESS WHEREOF, on behalf of the undersigned Purchaser, I have hereunto set
my hand as of the date first written above.
[NAME OF UNDEVELOPED PROPERTY
OWNER]
By_______EXHIBIT____________________
Name ____________________________________
Title _____________________________________