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HomeMy WebLinkAboutCC RES 2015-09RESOLUTION NO. 2015-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING THE EXECUTION OF A CONSOLIDATED NON - HOUSING BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AND THE CITY OF PALM DESERT RECITALS: A. There is attached to this Resolution as Attachment I, the form of a Consolidated Non -Housing Bond Proceeds Funding Agreement (the "Funding Agreement"), proposed to be entered into by and between the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") and the City of Palm Desert (the "City"). B. The Palm Desert Financing Authority (the "Financing Authority") previously issued multiple series of bonds, including those listed in Exhibit A of the Consolidated Funding Agreement (collectively, the "Authority Bonds"), to finance and refinance redevelopment projects of benefit to the project areas ("Project Areas") of the former Palm Desert Redevelopment Agency (the "Former RDA"). C. The Authority Bonds were issued pursuant to Indentures of Trust (the "Indentures"), each by and between the Financing Authority and the Trustee appointed thereunder. D. In conjunction with the issuance of the Authority Bonds, the Former RDA and the Financing Authority entered into certain Loan Agreements (the "Loan Agreements"). E. Proceeds of the Authority Bonds were loaned to the Former RDA pursuant to the Loan Agreements. F. A portion of the proceeds of the Authority Bonds loaned to the Former RDA was deposited into funds, each designated a Project Fund (collectively, the "Project Funds"), under the Loan Agreements. G. Pursuant to the Loan Agreements, moneys in the Project Funds are to be disbursed from time to time to finance the costs of redevelopment projects in or of benefit to the respective Project Areas. H. Pursuant to AB X1 26 (which became effective in June 2011) and the California Supreme Court's decision in Califomia Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal.4th 231 (2011), the Former RDA was dissolved as of February 1, 2012, the Successor Agency was constituted, and the Oversight Board to the Successor Agency (the "Oversight Board") was established. 12812-0001 \ 1792742.1 1 RESOLUTION NO. 2015-09 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 unspent proceeds of the Authority Bonds remaining in the Project Funds (the "Unspent Non -Housing 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 Unspent Non -Housing Bond Proceeds shall be used for the purposes for which the Authority Bonds were sold, in a manner consistent with the 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. The Successor Agency desires to use the Unspent Non -Housing Bond Proceeds for the purposes for which the Authority Bonds were sold, namely projects of benefit to the Project Areas that are consistent with the bond covenants, including those listed in Exhibit B of the Consolidated Funding Agreement (the "Projects"). M. Because of the limited staffing of the Successor Agency and the traditional role and the established procedures of the City with respect to the awarding of public works contracts, the Successor Agency and the City entered into the bond proceeds funding agreements listed in Exhibit C of the Consolidated Funding Agreement (the "Prior Agreements"), for the City to perform or cause to be performed all work required to complete a portion of the Projects, with payment therefor to be made from the Unspent Non -Housing Bond Proceeds. N. The Successor Agency's execution and delivery of the Prior Agreements were approved by the Oversight Board and the DOF. O. The Successor Agency and the City desire to enter into the Consolidated Funding Agreement, to consolidate the Prior Agreements and to provide for the transfer of the remaining Unspent Non -Housing Bond Proceeds not yet transferred pursuant to the Prior Agreements. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Consolidated Funding Agreement. The Consolidated Funding Agreement, in the form attached hereto as Attachment I, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the City, the Consolidated Funding Agreement, in 12812-0001\1792742.1 RESOLUTION NO. 2015-09 substantially such form, with changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The officers of the City are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and the Consolidated Funding Agreement. Any actions previously taken by officers of the City consistent with the purposes of this Resolution and the Consolidated Funding Agreement are hereby ratified and confirmed. PASSED, APPROVED, and ADOPTED this 12th day of February , 2015 , by the following vote, to wit: AYES: RARNIK, JONATHAN, SPIEGEL, TANNER and WEBER NOES: NONE ABESENT: NONE ABSTAIN: NONE Susan Marie Weber, Mayor ATTEST: RA ti-I LE D. ' LASSEN, CfTY CLERK CITY OF PALM DESERT, CALIFORNIA 12812-0001\1792742.1 RESOLUTION NO. 2015-09 [This page has intentionally been left blank.] RESOLUTION NO. 2015-09 ATTACHMENT I Consolidated Non -Housing Bond Proceeds Funding Agreement (in substantial final form) (see attached) 12812-0001 \ 1792742.1 RESOLUTION NO. 2015-09 [This page has intentionally been left blank.] RESOLUTION NO. 2015-09 Contract No. SA34190 CONSOLIDATED NON -HOUSING BOND PROCEEDS FUNDING AGREEMENT This CONSOLIDATED NON -HOUSING BOND PROCEEDS FUNDING AGREEMENI' (this "Agreement"), dated as of , 2015, 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 multiple series of bonds, including those listed in Exhibit A (collectively, the "Authority Bonds"), to finance and refinance redevelopment projects of benefit to the project areas ("Project Areas") of the former Palm Desert Redevelopment Agency (the "Former RDA"). B. The Authority Bonds were issued pursuant to Indentures of Trust (the "Indentures"), each by and between the Financing Authority and the Trustee appointed thereunder. C. In conjunction with the issuance of the Authority Bonds, the Former RDA and the Financing Authority entered into certain Loan Agreements (the "Loan Agreements"). D. Proceeds of the Authority Bonds were loaned to the Former RDA pursuant to the Loan Agreements. E. A portion of the proceeds of the Authority Bonds loaned to the Former RDA was deposited into funds, each designated a Project Fund (collectively, the "Project Funds"), under the Loan Agreements. F. Pursuant to the Loan Agreements, moneys in the Project Funds are to be disbursed from time to time to finance the costs of redevelopment projects in or of benefit to the respective Project Areas. G. Pursuant to AB X 1 26 (which became effective in 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. 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 unspent proceeds of the Authority Bonds remaining in the Project Funds (the "Unspent Non -Housing Bond Proceeds"), transferred to the control of the Successor Agency by operation of law. I. Pursuant to HSC Section 34177(1), the Successor Agency must prepare a Recognized Obligation Payment Schedule (a "ROPS") for each six-month fiscal period (a "ROPS Period"). The ROPS must be submitted to the Oversight Board of the Successor Agency (the "Oversight Board") and the DOF for approval. -1- 12812-0001 \ 17915 76.1 RESOLUTION NO. 2015-09 Contract No. SA34190 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 Unspent Non -Housing Bond Proceeds shall be used for the purposes for which the Authority Bonds were sold, in a manner consistent with the 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. The Successor Agency desires to use the Unspent Non -Housing Bond Proceeds for the purposes for which the Authority Bonds were sold, namely projects of benefit to the Project Areas that are consistent with the bond covenants, including those listed in Exhibit B (the "Projects"). M. Because of the limited staffing of the Successor Agency and the traditional role and the established procedures of the City with respect to the awarding of public works contracts, the Successor Agency and the City entered into the bond proceeds funding agreements listed in Exhibit C (the "Prior Agreements"), for the City to perform or cause to be performed all work required to complete a portion of the Projects, with payment therefor to be made from the Unspent Non -Housing Bond Proceeds. N. The Successor Agency's execution and delivery of the Prior Agreements were approved by the Oversight Board and the DOF. O. The Successor Agency and the City are entering into this Agreement, to consolidate the Prior Agreements and to provide for the transfer of the remaining Unspent Non - Housing Bond Proceeds not yet transferred pursuant to the Prior Agreements (the "Remaining Non -Housing Bond Proceeds"). P. 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. Q. Resolution No9B-115adopted by the Oversight Board on , 2015 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 , 2015. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Upon the Parties' execution of this Agreement, each of Prior Agreements shall be superseded by this Agreement, in their entirety. Section 2. Subject to the provisions of this Agreement and with the funding provided pursuant hereto, the City agrees to perform or cause to be performed all work required for the completion of the Projects, 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 -2- 12812-0001\1791576.1 RESOLUTION NO. 2015-09 Contract No. SA34190 respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 3. The Parties acknowledge that, pursuant to the Prior Agreements and prior ROPS approved by the Oversight Board and the DOF, the Successor Agency previously transferred a portion of the Unspent Non -Housing Bond Proceeds (the "Prior Transfers") to the City, for a portion of the Projects specified in the Prior Agreements. The City represents that it has used the Prior Transfers in a manner consistent with the City's covenants under the Prior Agreements. Section 4. (a) The Successor Agency has submitted to the Oversight Board and the DOF, a ROPS ("ROPS 15-16A") for the ROPS Period commencing July 1, 2015 (the "ROPS 15-16A Period"). Included in ROPS 15-16A as Item No's.46, 47, 48, 49, 50, 103, 104, 137, 138, 180, 181, 182, 183, 184, 185, 186 and 188 is the transfer to the City of the Remaining Non - Housing Bond Proceeds for the costs of the Projects (which amount includes estimated interest earnings through the date of transfer under Section 3(b)). (b) At the commencement of the ROPS 15-16A Period, the Successor Agency shall transfer to the City the Remaining Non -Housing Bond Proceeds, subject to any adjustment required by the DOF-approved ROPS 15-16A. Section 5. To the extent the City still holds Unspent Non -Housing Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such Unspent Non -Housing Bond Proceeds to the Successor Agency within a reasonable time after such determination. Section 6. The City covenants to use the Unspent Non -Housing Bond Proceeds transferred pursuant to the Prior Agreements and this Agreement in a manner consistent with the covenants in the Loan Agreements and the tax certificates relating to the Authority Bonds, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Authority Bonds under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Section 7. 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 8. 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 9. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 10. 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 -3- 12812-000I \ l 791576.1 RESOLUTION NO. 2015-09 Contract No. SA34190 otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms of this Agreement. Section 11. 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. 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 ATTEST: JOHN M. WOHLMUTH, EXECUTIVE DIRECTOR RACHELLE D. KLASSEN, SECRETARY TO THE SUCCESSOR AGENCY OF THE PALM DESERT REDEVELOPMENT AGENCY CITY OF PALM DESERT By Susan Marie Weber, mayor ATTEST: RACHELLE D. KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA APPROVED: OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By Date: ROBERT A. SPIEGEL, CHAIR -4- 12812-0001 \ 1791576.1 RESOLUTION NO. 2015-09 Contract No. SA34190 EXHIBIT A (to Consolidated Non -Housing Proceeds Bond Funding Agreement) List of Authority Bonds* 1. Palm Desert Financing Authority Tax Allocation Revenue Bonds (Project Area No. 3), 2003 2. Palm Desert Financing Authority Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A 3. Palm Desert Financing Authority Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A 4. Palm Desert Financing Authority Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B 5. Palm Desert Financing Authority Tax Allocation Revenue Bonds (Project Area No. 2) 2006 Series C 6. Palm Desert Financing Authority Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2) 2006 Series D 7. Palm Desert Financing Authority Tax Allocation Revenue Bonds (Project Area No. 3), 2006 Series A 8. Palm Desert Financing Authority Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3), 2006 Series B 9. Palm Desert Financing Authority Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3) 2006 Series C 10. Palm Desert Financing Authority Tax Allocation Refunding Revenue Bonds (Project Area No. 4), 2006 Series A 11. Palm Desert Financing Authority Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 4), 2006 Series B 12. Palm Desert Financing Authority Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2007 Series A * The list contains all of the bonds issued by the Financing Authority for which unspent bond proceeds remain for the financing of redevelopment projects of benefit to the Project Areas, except: (i) the Financing Authority's Tax Allocation Revenue Bonds (Project Area No. 4) Series 2001, the remaining proceeds of which will be transferred to the Palm Desert Housing Authority (the "Housing Authority") pursuant to the Carlos Ortega Villas Project Bond Proceeds Funding Agreement (the "Carlos Ortega Villas Funding Agreement") and, (ii) the Financing Authority's Tax Allocation Revenue Bonds (Housing Set Aside Refunding Revenue Bonds), Series 2007, the remaining proceeds of which will be transferred to the Housing Authority, for use on projects designated by the Housing Authority, in its capacity as the housing successor, including among others, the project described in the Carlos Ortega Villas Funding Agreement. -5- 128I 2-000I \179I 576.1 RESOLUTION NO. 2015-09 Contract No. SA34190 EXHIBIT B (to Consolidated Non -Housing Proceeds Bond Funding Agreement) Description of Proiects 1. The following projects of benefit to Project Area No. 1 (As Amended): a. Alessandro Alley/Frontage Road improvements b. El Paseo revitalization (signage) c. Undergrounding utilities d. Core commercial parking improvements e. President's Plaza Parking Lot improvements f. Portola Avenue widening g. El Paseo multi -use community center 2. The following projects of benefit to Project Area No. 2: a. Portola Avenue on/off ramp construction b. Monterey Ave on/off ramp improvements c. Public parking facility d. North Sphere Regional Park e. North Sphere Fire Station 3. The following projects of benefit to Project Area No. 3: a. Portola Avenue on/off ramp construction b. President's Plaza Parking Lot improvements c. Portola Avenue widening d. North Sphere Regional Park e. Undergrounding utilities 4. The following projects of benefit to Project Area No. 4: a. Community facilities and public infrastructure b. Drainage improvements 5. Other or different projects that are consistent with the covenants of the subject Authority Bonds, of benefit to the Project Area relevant to such Authority Bonds, as determined by the City -6- 12812-0001\1791576.1 RESOLUTION NO. 2015-09 Contract No. SA34190 EXHIBIT C (to Consolidated Non -Housing Proceeds Bond Funding Agreement) List of Prior Agreements Name of Agreement DOF Approval Letter Date El Paseo Revitalization BPFA 9/ 17/ 13 CLO Traffic Circle Improvements BPFA 10/10/13 Freedom Dog Park Improvements BPFA 3/6/14 Alessandro Alley BPFA 3/6/14 Undergrounding Utilities BPFA 5/8/14 Monterey Ave Improvements BPFA 8/4/14 Core Commercial Improvements BPFA 8/4/14 President's Plaza BPFA 8/4/14 Portola Avenue Widening BPFA 8/4/14 El Paseo Multi Use Building BPFA 12/23/14 -7- I2812-0001\1791576.1