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HomeMy WebLinkAboutRDA RES 290RESOLUTION NO. 290 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING BONDS, INDEBTEDNESS AND OTHER OBLIGATIONS OF THE AGENCY PAYABLE FROM TAXES ALLOCAT�D TO THE AGENCY FROM THE ADDED TERRITORY OF PROJECT AREA NO. 1, AS AMENDED RECITALS: A. The Agenc� is a public body, corporate and politic, duly organized and validly existing pursuant to the Constitution and laws of the State, and authorized to transact business and exercise its powers under and pursuant to the provisions of the Redevelopment Law, including the power under Section 33601 of the Redevelopment Law to borrow money for any of its corporate purposes; and B. The Agency has determined to authorize the issuance of bonds, indebtedness or other obligations for the purpose of financing and refinancing certain redevelopment projects. NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Definitions. Unless the context requires otherwise or unless otherwise defined herein, the capitalized terms used in this Resolution shall have the respective meanings herein specified. "Added Territory" means the territory added to the Project Rrea pursuant to the amendment to the Redevelopment Plan approved by Ordinance No. 275 of the City. "Annual Debt Service" means, for each Obligation Year, the sum of (i) the interest payable on the outstanding obligation, and (ii) the principal amount of the outstanding Obligation scheduled to be paid or prepaid from principal account payments or sinking account payments in such Obligation Year, excluding the prepayment premiums (if any) thereon. . "City" means the City of Palm Uesert. "Date of Delivery" means the date upon which the Agency physically delivers the Obligations in exchange for tlle proceeds thereof. "Event of Default: means any of the events described in Section 10 hereof. RESOLUTIQN NO. 294 "Maximum Annual Debt Service" means tlle largest of t21e sums obtained for any Obligation Year after totaling the following for each such Obligation Year: � A. The interest payable on the outstandinq Obligat�c�ns; B. The principal amount of the Outstanding Obligations scheduled to be paid or prepaid from principal account payments or sinking account payments in such �bligation Year, excluding the pr�paymei:t premiums (if any) thereon. "Obligations" means bonds, indebtedness or any other obligation of the Agency, including without limitation, a loan agreement with the Palm Desert Financing Authority or any other ?Iltlt�7. "Obligation Year" means each twelve-month period beginning on the first day of the month in which the proceeds of the Obligation are delivered to the last day of the preceding month in the next year. "Pai-ity Obligations" means any bonds, indebtedness or other obligations of the Agency payable from Tax Revenues on a parity with the Obligations to finance or refinance redevelopment projects, heretofore issued or incurred or hereafter issued or incurred pursuant to and in accordance with the provisions of this Resolution and any resolutian supplementary to this Resolution. "Proj ect Area" means Proj ect Area No . 1, As Amended, more particularly described in the Redevelopment Plan. "Redevelopment Law" means Part 1 of Division 24, commencing with Section 33000, et. se ., of the Health and Safety Code of the State. "Redevelopment Plan" means the Redevelopment Plan for Project Area No. 1, As Amended, approved and adopted by Ordinance No. 80 af the City together with any amendments thereof heretofore or hereafter duly authorized pursuant to the Redevelopment Law. "state" means the State of California. "Ta:: Revenues" means that portion of taxes levied upon taxable property within the Added Territory and received by the Agei�cy on or after the effective date of the ordinance approviilg the Redevelopment Plan, allocated to and paid into a special fund (as created hereunder) of the Agency pursuant to Article 6 of Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of tlie Con�titution of the State, exclusive of amounts payable to t�.l'lllg c�C�. EI1C12S pLli S113I7� to Section 33401 of the Redevelopment Law � RESOLUTION NO. 290 and exclusive of amounts as may be hereafter designated by the Agency by resolution supplementary to this Resolution to be deposited into the low and moderate income housing fund pursuant to Section 33334.2 and Section 33334.3 of the Redevelopment Law. Section 2. Atnount of Indebtedness. The Agency hereby authorizes the issuance of Obligations in an aggregate principal amount of $200,000,000. The Obligations may be payable in installments and may be serial, term or any combination thereof. The final maturity date or principal payment date of such obligations shall be not later than December 1, 2035. The rate or rates of interest on such Obligations shall not exceed 12 percent per annum or such higher amount as may be permitted by law and shall be established on the sale of such obligations or at such time as may hereafter be set forth by the Agency in a resolution supplementary to this Resolution. Section 3. Defeasance. Nothing in this Resolution shall preclude the payment of the Obligations from any legally available funds. Nothing in this Resolution shall prevent the Agency from making advances of moneys, howsoever derived to any of the uses and purposes mentioned in this Resolution. If the Agency shall pay or cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, the principal and interest to become due thereon, together with the applicable premium, through setting aside in trust funds or setting apart in a reserve fund or special trust account created in connection with this Resolution or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a responsible bank or trust company, moneys sufficient to pay the Obligations or federal securities, the principal of and interest on which when due will be sufficient therefor, then, as to the Agency, this Resolution, and all rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied, and the Obligations and interest thereon and any applicable prepayment premium shall no longer be deemed to be outstanding and unpaid; provided, however, that notliing in this Resolution shall require the deposit of more than such federal securities as may be sufficient, taking into account bo�h the principal amount of such federal securities and the interest to become due thereon, to implement any refunding of the Obligatians. In such event, upon the request of the Agency, accompanied by a certificate of an independent certified public accountant regarding such deposit and an opinion of legal counsel as to the defeasance, this Resolution shall be released and all such instruments as may be desirable to evidence such release, discharge and satisfaction, and all moneys or securities held pursuant to this Resolution which are IlOt required for the payment or redemption of the Obligations shall be delivered to the Agency. 3 RESnLtTTION NO. 290 Section 4. Vali.ditv of Obliaations. The validity of the Obligations shall not be dependent upon the completion of any redevelopment project or upon the performance by any person of such person's obligation with respect to any redevelopment project. Section 5. Establishment of Redevelopment ACCOLIIlt. Tlie Agency shall establish and maintain a separate account to be known as the Redevelopment Account, and shall deposit thereiiz Obligation proceeds. Amounts in the Redevelapment Account shall be used and disbursed by the Agency as provided herein and in accordance with the Redevelopment Law. Section 6. Rebavment. The Agency shall pay the principal of, premium, if any, and interest on the Obligations at the times, in the manner, in the amount and at the rate or rates of interest as set fortti by the Agency in a resolution supplementary to this Resolution. Section 7. Pledae o£ Tax Revenues. The Obligations and the payment of other amounts due hereunder shall be and are hereby �;ecured by a pl.edge of Tax Revenues. The pledge of Tax Revenues is for the benefit of the holders of the Obligations and shall be irrevocable until the Obligations and other amounts due hereunder have been paid or until moneys have been set a5ide irrevocably for that purpose. Other than Obligations issued solely for the purpose of refunding, the Agency shall not issue any (i) bond, indebtedness or other obligation or security superior to the obligations or (iij Parity Obligations, except as authorized pursuant to this Resolutian. Section 8. Surplus. If the repayments of the Obligations have been timely made and the Tax Revenues to be received during the next Obligation Year by the Agency are at least equal to 110 percent of Maximum Annual Debt service on tha obligations, and any Parity Obliqations, then after the payment or any other amounts due hereunder, the balance of the Tax Revenues may be used and applied by the Agency for any lawful purpose, including wit:lout limitation the redemption of the Obligations as set forth above. Section 9. A. Complete Redevelopment Proiect; Amendment to Redevel.opmeiit Plan. The Agency covenants and agrees that it will C�111C��'Il�ly carry out and continue to completion, with all practicable dispatch, the redevelopment of the Project Area, in accordance with Redevelopment Law and the Redevelopmeizt Plan and in d SGllI1C.''� «nd economical manner. The Redevelopment Plan may be amended as provided in the Redevelopment Law, but no amendment s1ia11 bn made which wo�ild impair the security of the Obligations <�r 4 RESOLUTION NO. 290 the rights of the holders of the Obligations. B. �se of Proceeds; ManaQement and operation of Properties. The Agency covenants and agrees that the proceeds of the obligations shall be deposited and used as provided in this Resolution and that it will cause all properties owned by it and comprising any part of the Project Area to be managed and operated in a sound and businesslike manner. C. Punctual Pavment. The Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal af and interest on the Obligations and all other amounts due hereunder on the dates and in the manner provided herein and in any resolution supplementary to this Resolution. D. Pavment of Taxes and other Charcres. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, material and supplies which if unpaid might become a lien or charge upon any of such properties, revenues or income or which might impair the security of the Obligations or the use of Tax Revenues or other legally available funds to pay the principal thereof and interest thereon, all to the end that the priority and security of the Obligatians shall be preserved; provided that nothing herein shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity thereof. E. Books and Accounts: Financial Statements. The Ageiicy covenants and agrees that it shall at all times keep, or cause to be kept, proper and current books and accounts, separate from all other records and accounts, in which complete and accurate entries shall be made of all transactions relating to the redevelopment of the Project Area and the Tax Revenues, and other funds relating to such redevelopment, and will prepare within 180 days after the close of each of its Fiscal Years a complete financial statement or statements for such year in reasonable detail covering such redevelopment, the Tax Revenues and other funds, certified by a certified public accountant or firm of certified public accountants selected by the AgenCy. F. Further Redevelopment Covenants. The proceeds of the Obligations sha11 be used only for a"redevelopment activity" or far costs associated with tinancing a"redevelopment activity" as that term is defined in Section 33678 of the Redevelopment Law. RESOLUTION NO. 290 G. Statement of Indebtedness. Tlie Agency covenants and arrees to cause to be filed on a timely basis any and all statements of iildebtedness pursuant to Section 33675 of the Redevelopment La��. Section 10. �vents of Default. The following events shall constitute Events of Default hereunder: A. If default shall be made in the due and punctual payment of the principal of or interest or prepayment premium (if any} on the Obligations when and as the same shall become due and payable, whether at maturity, by declaration or otherwise; B. If default shall be made by the Agency in the observance of any of the covenants, agreements or conditions on its part contained in this Resolution, other than a default described in the preceding paragraph A, and such default shall have continued for a period of 60 days following receipt by the Agency of written notice from the holder of an Obligation o£ the occurrence of such default; or C. If the Agency shall commence a voluntary action under Title 11 of the United States Code or any substitute or successor statute. If an Event of Default has occurred under this Section 10 and is continuing, subject to the provisions of any resolutian supplementary to this Resolution, a holder may (i) declare tlie principal of the Obligations, together with accrued interest thereon, to be due dI1C� payable immediately, and upon any such declaration the same shall become immediately due and payable and (ii) elercise any other remedies available to the holder in law or at equity. Section 11. ApAlication of Funds Upon Default. All of the Tax Revenues pledged hereunder and all moneys held hereunder, subject to the provisions of this Resolution and any resolution s�.ipplemeiitary to this Resolution, shall be applied in the follawing order: First, ta the payment of the fees, costs and expenses of atly third party administering this Resolution in declaring such Event of Default and in exercising the rights and remedies set forth herein, including reasonable compensation to its agents, attorneys and counsel; and Second, to the paymezlt of the whole amount then owing dI1C� unpaid uporl the Obligations for principal and interest, with interest on the overdue principal and installments of inter��t (to t11" ��:.teiit tliat sucli iiltere�t on overdue installments of princ=pa' 6 RES�LUTION NO. 290 and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owiilg and unpaid upon the Obligations, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 12. Non-waiver. A waiver of any default shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred by law or by this Resolution may be enforced and exercised from time to time and as often as shall be deemed expedient. Section 13. Remedies Not Exclusive, No remedy herein conferred upon or reserved is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Redevelopment Law or any other law of the State or the United States of America. Section 14. Benefits Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Agency and the holder of the Obligations, any right, remedy, or claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by or on behalf of the Agency shall be for the sole and exclusive benefit of the holder of the Obligations. section 15. Successor is Deemed Included in All References to Predecessor. Whenever in this Resolution the Agency is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Resolution contained by or on behalf of the Agency shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 16. Discharcxe of Resolution. If the Agency shall pay and discharge the entire indebtedness on the Obligations in any one or more of the following ways: A. By paying or causing to be paid the principal of, interest on and prepayment premiums, if any, on the Obligations, as and wlzen the same become due and payable, together with any fees 7 RESOLUTION NO. 290 and e�:perises of dIly third party administering this ReSO1L1L1011; B. By irrevocably depositing with a third party administering this Resolution, in trust, at or before maturity, cash in an amount which, is fully sufficient in the opinion of an independent certified public accountant, to pay all principal of and interest and prepayment premiums, if any, on the Obligations, together with any fees and expenses of a third party administering this Resolution, or; C. By irrevocably depositing with a third party administering this Resolution, in trust, federal securities in such amotint as an independent certified public accountant shall determine will, be fully sufficient to pay and discharge the indebtedness on the Obligations (including all principal, interest and prepayment premiums) at or before maturity; Then, at the election of the Agency, the pledge of moneys provided for in this Resolution and all other obligations of the Agency under this Resolution with respect to the Obligations shall cease and terminate, eYcept only the obligation of the Agency to pay or cause to be paid all sums due thereon and thereafter Ta� Revenues shall not be payable under this Resolution. Section 17. Prior Indebtedness. The Obligations may be issued on a parity with any indebtedness of the Agency incurred prior to the date hereaf. In such event, the Agency shall set forth in a resolution supplementary to this Resolution such provisions as will assure compliance with documents governing the issuance of such prior indebtedness. Section 18. Waiver of Personal Liabilitv. No member, officer, agent or employee of the Agency shall be individually or personally liable for the payment of the principal of or interest on t11e obligations; but nothing herein contained shall relieve any sucll member, officer, agent or employee from the performance of any official duty provided by law. Section 29. Partial Invaliditv. I£ any section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The Agency hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the Obligations � RESOLUTION NO. 290 irrespective of the fact that dlly one or more sections paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. 1993. PASSED, APPROVED AND ADOPTED this 20th day of December, AYES: BENSON, CRITES, KELLY, SNYDER, WILSON NOES: NONE ABSENT: NONE f��c�'3�-1t�_ ` `t��� ATTEST : � , / �' % i� f � �'`" ' // " T � / � "�' ( 'Sheila R.'-�i�lligan, S retary W��lson, Chairman _-,. �` E