Loading...
HomeMy WebLinkAboutRes OB-099 Replcment (2)FROM: TO: RACHELLE KLASSEN CITY CLERK Palm Desert Oversight Board Members Date: 10/24/14 RE: November 3 Agenda REPLACEMENT RESOLUTION NO. OB - 099 Attached is a REPLACEMENT RESOLUTION NO. OB - 099. Please insert it into your agenda packet for the November 3 Palm Desert Oversight Board Meeting, under Section V - New Business, Item B: "REQUEST FOR APPROVAL OF AN EL PASEO MULTI -USE COMMUNITY CENTER PROJECT BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AND THE CITY OF PALM DESERT, AND TAKING CERTAIN RELATED ACTIONS (CONTRACT NO. C3397,10 CITY OF PALM DESERT 73-510 FRED WARING DRIVE PALM DESERT, CA 92260-2578 100% RECYCLED PAPER Thank you! tJ 346-0611 Ext. 304 RESOLUTION NO. OB-099 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE EXECUTION OF A EL PASEO MULTI -USE COMMUNITY CENTER PROJECT BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND THE CITY OF PALM DESERT AND TAKING CERTAIN RELATED ACTIONS RECITALS: A. The Palm Desert Financing Authority (the "Financing Authority") previously issued its Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A, in the principal amount of $37,780,000 (the "PA1 2006A Bonds"), pursuant to an Indenture of Trust, dated as of July 1, 2006, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee"). B. Pursuant to the Loan Agreement, dated as of July 1, 2006 (the "Loan Agreement"), by and among the Financing Authority, the former Palm Desert Redevelopment Agency (the "Former RDA"), and the Trustee, proceeds of the PA1 2006A Bonds were lent to the Former RDA as a loan (the "Loan"). C. The Former RDA caused a portion of the proceeds of the PA1 2006A Bonds received as part of the Loan to be deposited into a Project Fund (the "PA1 2006A Project Fund"), which was established, and is held, by the Trustee pursuant to the Loan Agreement. D. Pursuant to the Loan Agreement, moneys in the PA1 2006A Project Fund shall be disbursed from time to time to finance the cost of redevelopment projects in or of benefit to the Former Agency's Project Area No. 1, As Amended (the "Project Area"). E. As documented by the Official Statement, dated June 22, 2006, and the Certificate Regarding Compliance with Certain Tax Matters, dated as of July 6, 2006 (the "Tax Certificate"), it was intended, at the issuance of the PA1 2006A Bonds, that the projects to be financed from moneys deposited in the PA1 2006A Project Fund include, among others, the EL PASEO MULTI -USE COMMUNITY CENTER (related onsite public improvements in the City's Commercial Core, including: professional design services, and all associated construction trades needed to accomplish the project.) (the "Project"). F. Pursuant to AB X1 26 (which became effective at the end of June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Ca1.4th 231(2011), the Former RDA was dissolved as of February 1, 2012, and the Successor Agency was constituted. 12812-0001\1610515 1 RESOLUTION NO. OB-099 G. AB 1484, which became effective at the end of June 2012, amended and supplemented the provisions of AB X1 26. Together, AB X1 26 and AB 1484 are referred to in this Agreement as the "Dissolution Act." H. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, leases, books and records, buildings, and equipment of the Former RDA, including all unspent proceeds of the PA1 2006A Bonds remaining in the PA1 2006A Project Fund (the "PA1 2006A Bond Proceeds"), transferred to the control of the Successor Agency by operation of law. I. According to HSC Section 34191.4, after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") pursuant to HSC Section 34179.7, the PA1 2006A Bond Proceeds shall be used for the purposes for which the PA1 2006A Bonds were sold, in a manner consistent with the original bond covenants. J. By DOF's letter, dated May 15, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. K. There remains a balance of PA1 2006A Bond Proceeds in the PA1 2006A Project Fund. L. The Successor Agency desires to use a portion of the PA1 2006A Bond Proceeds for completion of work with respect to the Project. M. Because of the limited staffing of the Successor Agency and the traditional role and the established procedures of the City of Palm Desert (the "City") with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into the Project Bond Proceeds Funding Agreement, pursuant to which the City will agree to perform or cause to be performed all work required to complete the Project, with payment therefor to be made from the PA1 2006A Bond Proceeds. N. Pursuant to HSC Sections 34178(a) and 34180(h), with the approval of this Oversight Board, the Successor Agency may enter into agreements with the City. O. The Board of Directors of the Successor Agency will adopt a resolution on May 22, 2014, approving the execution and delivery by the Successor Agency of the EL PASEO MULTI -USE COMMUNITY CENTER Project Bond Proceeds Funding Agreement. NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. G \rda\Veronica Tapia\Word Files\Staff Reports\Oversight Board\Staff Reports\OB reso re Project Area No 1 Bond Proceeds Funding Agmt docx RESOLUTION NO. OB- 099 Section 2. El Paseo Multi -Use Community Center Bond Proceeds Funding Agreement. This Oversight Board hereby approves the Successor Agency's execution and delivery of the El Paseo Multi -Use Community Center Project Bond Proceeds Funding Agreement, substantially in the form attached hereto as Exhibit A. Section 3. Other Acts. The members of this Oversight Board and the staff of the Successor Agency are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and the El Paseo Multi -Use Community Center Project Bond Proceeds Funding Agreement. Section 4. Effective Date. This Resolution shall become effective in accordance with HSC Section 34181(f). APPROVED and ADOPTED this day of , 2014. AYES: NOES: ABSENT: ABSTAIN: ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY G.\rda\Veronica Tapia\Word Files\Staff Reports\Oversight Board\Staff Reports\OB reso re Project Area No 1 Bond Proceeds Funding Agmt docx RESOLUTION NO. OB-099 EXHIBIT A CONTRACT NO. C33970 EL PASEO MULTI -USE COMMUNIYT CENTER (EPMUCC) PROJECT BOND PROCEEDS FUNDING AGREEMENT This EL PASEO MULTI -USE COMMUNIYT CENTER PROJECT BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2014, is entered into by and between the City of Palm Desert (the "City") and the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency," and together with the City, the "Parties"). RECITALS: A. The Palm Desert Financing Authority (the "Financing Authority") previously issued its Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (the "PA1 2006 Bonds") for the purpose of financing redevelopment projects of benefit to Project Area No. 1, As Amended (the "Project Area") of the former Palm Desert Redevelopment Agency (the "Former RDA"). B. The PA1 2006 Bonds were issued pursuant to the Indenture of Trust, dated as of July 1, 2006, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee"). C. Pursuant to the Project Area No. 1, As Amended, Loan Agreement, dated as of July 1, 2006 (the "Loan Agreement"), by and among the Financing Authority, the Former RDA, and the Trustee, proceeds of the PA1 2006 Bonds were loaned to the Former RDA (the "Loan"). D. The Former RDA caused a portion of the proceeds of the PA1 2006 Bonds received as part of the Loan to be deposited into a Project Fund (the "PA1 2006 Project Fund"), which was established, and is held, by the Trustee pursuant to the Loan Agreement. E. Pursuant to the Loan Agreement, moneys in the PA1 2006 Project Fund shall be disbursed from time to time to finance the cost of redevelopment projects in or of benefit to the Former Agency's Project Area No. 1, As Amended (the "Project Area"). F. As documented by the Official Statement, dated June 22, 2006, and the Certificate Regarding Compliance with Certain Tax Matters, dated as of July 6, 2006 (the "Tax Certificate"), it was intended, at the issuance of the PA1 2006 Bonds, that the projects to be financed from moneys deposited in the PA1 2006 Project Fund include, among others, the EL PASEO MULTI -USE COMMUNITY CENTER (related onsite public improvements in the City's Commercial Core, including: professional design services, and all associated construction trades needed to accomplish the project.) (the "Project"). G. Pursuant to AB X1 26 (which became effective at the end of June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal.4th 231(2011), the Former RDA was dissolved as of February 1, 2012, and the Successor Agency was constituted. -1- 12812-0001\1685493.2 RESOLUTION NO. OB-099 CONTRACT NO. C33970 H. AB 1484, which became effective at the end of June 2012, amended and supplemented the provisions of AB X1 26. Together, AB X1 26 and AB 1484 are referred to in this Agreement as the "Dissolution Act." I. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, leases, books and records, buildings, and equipment of the Former RDA, including all unspent proceeds of the PA1 2006 Bonds remaining in the PA1 2006 Project Fund (the "PA1 2006 Bond Proceeds"), transferred to the control of the Successor Agency by operation of law. J. According to HSC Section 34191.4, after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") pursuant to HSC Section 34179.7, the PA1 2006 Bond Proceeds shall be used for the purposes for which the PA1 2006 Bonds were sold, in a manner consistent with the original bond covenants. K. By DOF's letter, dated May 15, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. L. There remains a balance of PA1 2006 Bond Proceeds in the PA1 2006 Project Fund . M. The Successor Agency desires to use a portion of the PA1 2006 Bond Proceeds for completion of work with respect to the Project. N. Pursuant to HSC Section 34177(1), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("ROPS") for each six-month fiscal period ("ROPS Period"). The ROPS must be submitted to the Oversight Board of the Successor Agency (the "Oversight Board") and the DOF for approval. O. Pursuant to HSC Section 34191.4(c)(2), the expenditure of PA1 2006 Bond Proceeds for an obligation must be listed on a ROPS. P. The Successor Agency previously prepared a ROPS ("ROPS 14-15B") covering the period from January 1, 2015 through June 30, 3015 ("ROPS 14-15B Period"). Q. Listed as Item No. 180 on the ROPS 14-15B is the anticipated use of the PA1 2006 Bond Proceeds for the Project. R. The Oversight Board adopted Resolution No. OB-089, on September 15, 2014, approving ROPS 14-15B. The Oversight Board -approved ROPS 14-15B was submitted to the DOF for review. S. Because of the limited staffing of the Successor Agency and the traditional role and the established procedures of the City of Palm Desert (the "City") with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into this Agreement, for the City to perform or cause to be performed all work required to complete the Project, with payment therefor to be made from the PA1 2006 Bond Proceeds. -2- 12812-0001\1685493.2 RESOLUTION NO. OB-099 CONTRACT NO. C33970 T. Pursuant to HSC Sections 34178(a) and 34180(h), with the approval of the Oversight Board, the Successor Agency may enter into agreements with the City. U. Resolution No. adopted by the Oversight Board on , 2014 approving the Successor Agency's execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2014. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed all work required for the completion of the Project, including but not limited to the preparation of designs, plans and specifications and all acquisitions, demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Project. Section 2. As soon as practical upon the Parties' execution of this Agreement, the Successor Agency shall transfer to the City an amount equal to the ROPS 14-15B Project Estimate from the PA1 2006 Bond Proceeds on deposit in the PA1 2006 Project Fund. Section 3. (a) The Parties acknowledge and agree that the PA1 2006 Bond Proceeds shall be the sole source of the Successor Agency's payment for the completion of the Project pursuant to this Agreement. The Parties also agree that the City's obligation with respect to the work for the Project under this Agreement shall be limited to the extent that funding therefor is available from the PA1 2006 Bond Proceeds. (b) At any time, if the City determines that the amount previously transferred by the Successor Agency pursuant to this Agreement is insufficient for the completion of the Project, the City's Finance Director shall notify the Successor Agency, specifying the estimated dollar amount necessary for the completion of the Project (the "Additional Funding Amount"). To the extent that sufficient unspent PA1 2006 Bond Proceeds remain available, the Successor Agency shall list the Additional Funding Amount on the ROPS for the next available ROPS Period. Upon obtaining the Oversight Board's and the DOF's approval for such ROPS item(s), the Successor Agency shall transfer or caused to be transferred to the City the Additional Funding Amount from the PA1 2006 Bond Proceeds as soon as practicable upon the commencement of the applicable ROPS Period. (c) Before the transfer of any Additional Funding Amount pursuant to Section 3(b) above, the City may, but is not obligated to, advance funds from sources available to City for the work necessary for the Project (each such advance being a "City Advance"). Any Additional Funding Amount transferred by the Successor Agency pursuant to Section 4(b) shall first be used to reimburse the City for outstanding City Advances, and then to pay for other expenditures of the Project. Section 4. To the extent the City still holds unspent PA1 2006 Bond Proceeds transferred pursuant to this Agreement after the completion of the Project (as determined by the -3- 12812-0001\1685493.2 RESOLUTION NO. OB-099 CONTRACT NO. C33970 legislative body of the City), the City shall return such unspent PA1 2006 Bond Proceeds to the Successor Agency within a reasonable time after such determination. Section 5. The City covenants that it shall use the PA1 2006 Bond Proceeds in a manner consistent with the covenants in the Loan Agreement and the Tax Certificate, including, but not limited to, any covenants regarding the tax-exempt status of interest on the PA1 2006 Bonds under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Section 6. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 7. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 8. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 9. No official, agent, or employee of the Successor Agency or the City, or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms of this Agreement. Section 10. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES TO FOLLOW] -4- 12812-0001\1685493.2 RESOLUTION NO. OB-099 CONTRACT NO. C33970 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By JOHN WOHLMUTH, EXECUTIVE DIRECTOR ATTEST: RACHELLE D. KLASSEN, SECRETARY TO THE SUCCESSOR AGENCY OF THE PALM DESERT REDEVELOPMENT AGENCY CITY OF PALM DESERT By VAN G. TANNER, MAYOR ATTEST: RACHELLE D. KLASSEN, CITY CLERK APPROVED: OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By ROBERT A. SPIEGEL, CHAIR Date: -5- 12812-0001\1685493.2