HomeMy WebLinkAboutHA33090 - C.Ortega Villas Bnds Prcds Fundng AgmtSUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY/PALM DESERT HOUSING AUTHORITY
JOINT CONSIDERATION
STAFF REPORT
REQUEST: APPROVE RESOLUTION NO. HA-59 AND RESOLUTION NO.
SARDA 021 - A RESOLUTION APPROVING THE EXECUTION OF
A CARLOS ORTEGA VILLAS PROJECT BOND PROCEEDS
FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY
TO THE PALM DESERT REDEVELOPMENT AGENCY AND THE
PALM DESERT HOUSING AUTHORITY AND TAKING CERTAIN
RELATED ACTIONS
SUBMITTED BY: Martin Alvarez, Director of Economic Development
DATE: October 10, 2013
CONTENTS: Resolution No. SARDAo21
Resolution No. HA- 59
Reimbursement Agreement
Recommendation
By Minute Motion that the Successor Agency and Housing Authority Boards:
Waive further reading and adopt Resolution No. HA- 59 and Resolution
No. SARDA- 021 approving the execution of a Carlos Ortega Villas
Project Bond Proceeds Funding Agreement between the Successor
Agency to the Palm Desert Redevelopment Agency and the Palm Desert
Housing Authority and taking certain related action.
2. Approve and authorize the respective Chairmen to execute the Carlos
Ortega Villas Project Funding Agreement.
3. Authorize payment of the estimated expenditures related to the Carlos
Ortega Villas from Housing Authority Capital Improvements from Account
No. 871-8691-466-4001.
Executive Summary
Approval of this request authorizes the Housing Authority to pay for the estimated
expenditures associated with the Carlos Ortega Villas project. Reimbursement of these
expenditures will be from existing bond funds, and is contingent upon initial approval by the
Department of Finance (DOF) of the Recognized Obligation Payment Schedule for January
— June 2014 (ROPS 13-14B).
Staff Report
Authorize Payment of Estimated Expenditures for COV Improvements
Page 2 of 3
October 10, 2013
Backqround
On April 8, 2010, the Palm Desert Redevelopment Agency Board ("Agency Board")
authorized the Executive Director to negotiate and finalize a Professional Services
Agreement with Interactive Design Corporation (IDC) for architectural services for the
Carlos Ortega Villas.
Since 2011, staff's ability to move this project forward has been limited by the dissolution of
the Redevelopment Agency. The project entitlement process was completed and the
project design approved by the Successor Agency/Housing Authority on March 22, 2012.
Interactive Design is nearing completion of the construction documents and anticipates
submitting for plan check by December 2013.
Pursuant to dissolution law, only existing contracts have been eligible for payment from
ROPS, until a Finding of Completion is received by the Successor Agency. The DOF
issued our Finding of Completion on May 15, 2013, which provides the ability for the
Successor Agency to utilize existing bond funds for the purpose in which they were issued;
however in order to spend these funds, the project must be included on an approved ROPS.
Therefore estimated construction cost for this existing obligation (Carlos Ortega Villas) has
been included for approval on ROPS 13-146. The earliest the funds may be available for
use is January 2014.
If the project is not submitted for plan check by December 2013, new codes will have to be
incorporated into the completed design, which will cost additional time and money which is
not budgeted into the existing obligation. Consequently, the Housing Authority will expend
these immediate costs up front and be reimbursed from bond funds, upon approval of the
ROPS by the DOF. The authorization will allow payment of all related expenditures
including all fees associated with moving the project through the permitting process.
The agency, description, and estimated costs for the immediate anticipated fees are
summarized below:
Agency Description Estimated Cost
City - Bldg & Safety and Fire Plan Check $ 19Z,121
City - Public Works Plan Check $ 39,727
CVWD Sewer, Water and Landscape Plan Checks $ 2,500
SCE (2) Quitclaim Easements $ 1,000
The Gas Company Quitclaim Easement $ 1,000
Stewart Title Title Document Preparation $ 1,000
Contingency $ 23,735
Total Estimated Fees $ 261,083
GIRDAU-leather BucktCarlos ORega VAIastSM Rpt\SR- Authorize Expenddure for fees related to COV Revised 9-17-13 vat doc
Staff Report
Authorize Payment of Estimated Expenditures for COV Improvements
Page 3 of 3
October 10, 2013
Staff has reviewed the Agreement with SARDA legal counsel and staff recommends
approval of the estimated expenditures.
Staff anticipates commencement of bidding for construction of the project in the first part of
2014, pending approval of the use of bond funds for this purpose.
Staff recommends approval of the Carlos Ortega Villas Project Bond Proceeds Funding
Agreement between the Successor Agency and Housing Authority and taking certain
related actions.
Fiscal Analvsis
The estimated cost for the project ($16,665,218) is listed on ROPS, lines 171 and 186.
Although the Housing Authority would initially advance the funds for this work, it is the
intention of the Successor Agency to reimburse the Housing Authority for the costs from
bond proceeds which include a project for the Carlos Ortega Villas improvements in the
bond covenant. Only in the event there are no funding sources available from the
Successor Agency would the Housing Authority have to pay for the work. Upon approval of
ROPS 13-14B, reimbursement will occur after January 1, 2014.
Submitted By:
Martin Alvarez
Director of Economic Development
Revi ed:
Paul S. Gibson, Director of Finance
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RESOLUTION NO. sA-xDa o2i
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY APPROVING THE EXECUTION OF A CARLOS ORTEGA
VILLAS PROJECT BOND PROCEEDS FUNDING AGREEMENT
BETWEEN THE SUCCESSOR AGENCY AND THE PALM DESERT
HOUSING AUTHORITY AND TAKING RELATED ACTIONS
RECITALS:
A. 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 Palm Desert
Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2012, and
the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor
Agency") was constituted.
B. Pursuant to Section 34175(b) of the California Health and Safety Code
("HSC"), assets of the Former RDA, including all unspent bond proceeds, transferred to
the control of the Successor Agency by operation of law.
C. Pursuant to HSC Section 34176(b), the City Council of the City of Palm
Desert (the "City") adopted Resolution No. 2012-07, electing for the City not to retain the
responsibility for performing housing functions previously performed by the Former
RDA, and determining that all of the assets, as allowed by law, and all rights, powers,
liabilities, duties, and obligations associated with the housing activities of the Former
RDA be transferred to the Palm Desert Housing Authority (the Housing Authority, acting
in such capacity, being also referred to in this Agreement as the "Housing Successor").
D. The Carlos Ortega Villas is a proposed 72-unit affordable senior housing
complex to be owned and operated by the Housing Authority.
E. A project to construct and install certain infrastructure and improvements
for the Carlos Ortega Villas (the "Carlos Ortega Villas ProjecY') has been under
development.
F. The Palm Desert Financing Authority (the "Financing Authority") previously
issued its Tax Allocation Revenue Bonds (Project Area No. 4), Series 2001, in the
principal amount of $15,695,000 (the "2001 Bonds"), pursuant to an Indenture of Trust,
dated as of November 1, 2001, by and between the Financing Authority and Well Fargo
Bank, National Association (as successor to BNY Western Trust Company), as trustee
(the "2001 Bond Trustee").
G. Pursuant to the Loan Agreement, dated as of November 1, 2001 (the
"Loan AgreemenY'), by and among the Financing Authority, the Former RDA, and the
G:Uda\Veronica'Capia\Word Piles\Staff Reports\Successor Agcncy\Yalm Desert - SA reso re Carlos Ortega Villas Project i3ond
Proceeds Funding Agreement 9-20-13.DOC
RESOLUTION NO. sA-RDA o21
2001 Bond Trustee, proceeds of the 2001 Bonds were lent to the Former RDA as a loan
(the "2001 Loan").
H. The Former RDA caused a portion of the proceeds of the 2001 Bonds
received as part of the 2001 Loan to be deposited into a Project Fund (the "2001 Project
Fund"), which was established, and is held, by the 2001 Bond Trustee pursuant to the
2001 Loan Agreement.
I. There remains a balance in the 2001 Project Fund (the "2001 Bond
Proceeds"), in the amount of $4,670,523 as of September 20, 2013.
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 2001
Bond Proceeds shall be used for the purposes for which the 2001 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. As documented by the Official Statement, dated November 15, 2001, it
was intended, at the issuance of the 2001 Bonds, that proceeds of the 2001 Bonds be
used to finance the construction and installation of public improvements (including right
of way improvements, street improvements, sidewalk and landscape improvements,
drainage improvements, underground of utilities, freeway interchange improvements,
land acquisition), and the Carlos Ortega Villas Project includes the construction and
installation of such public improvements.
M. The Successor Agency desires to use the 2Q01 Bond Proceeds for the
completion of the Carlos Ortega Villas Project.
N. The Financing Authority also previously issued its Tax Allocation Revenue
Bonds (Housing Set Aside Refunding Revenue Bonds), Series 2007, in the principal
amount of $86,155,000 (the "2007 Housing Bonds"), pursuant to an Indenture of Trust,
dated as of February 1, 2007, by and between the Financing Authority and Wells Fargo
Bank, National Association, as trustee (the "2007 Bond Trustee"), for the purpose of
financing projects for low and moderate income housing purposes.
O. Pursuant to the Loan Agreement, dated as of February 1, 2007 (the "2007
Loan AgreemenY'), by and among the Financing Authority, the Former RDA, and the
2007 Bond Trustee, proceeds of the 2007 Housing Bonds were lent to the Former RDA
as a loan (the "2007 Loan").
P. The Former RDA caused a portion of the proceeds of the 2007 Housing
Bonds received as part of the Loan to be deposited into a Project Fund (the "2007
G:�rda\Veronica Tapia\Word Fi1es\Staff Repons\Successor Agency\Palm Descrt - SA reso re Carlos Ortega Villas Project Rond
f'roceeds Funding Agreement 9-20-13.DOC
RESOLUTION NO. sA-xDA o2i
Project Fund"), which was established, and is held, by the 2007 Bond Trustee pursuant
to the 2007 Loan Agreement.
Q. There remains a balance in the 2007 Project Fund (the "2007 Housing
Bond Proceeds"), in the amount of $23,161,431 as of September 20, 2013.
R. HSC Section 34176(g) provides that the Housing Authority, as the
Housing Successor, may designate the use of, and commit, the 2007 Housing Bond
Proceeds; provided that such use and commitment of 2007 Housing Bond Proceeds are
consistent with the bond covenants.
S. As documented by the Certificate Regarding Compliance with Certain Tax
Matters, dated as of February 7, 2007 (the "2007 Tax Certificate"), it was intended, at
the issuance of the 2007 Bonds, that moneys deposited in the 2007 Project Fund be
used for, among other projects, various components of the Carlos Ortega Villas Project
(the Carlos Ortega Villas being then called the Country Village).
T. The Housing Authority desires to use the 2007 Housing Bond Proceeds to
supplement the 2001 Bond Proceeds for the completion of the Carlos Ortega Villas
Project.
U. Pursuant to HSC Section 34177(I), 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 State Department of Finance (the
"DOF") for approval.
V. Pursuant to HSC Section 34191.4(c)(2), the expenditure of 2001 Bond
Proceeds for an obligation must be listed on a ROPS.
W. Pursuant to HSC Section 34176(g), a designation of the use and
commitment of the 2007 Housing Bond Proceeds must be listed on a ROPS.
X. The Successor Agency has prepared and submitted to the Oversight
Board and the DOF, a ROPS ("ROPS 13-14B") for the six-month fiscal period
commencing January 1, 2014 (the "ROPS 13-14B Period"). The Carlos Ortega Villas
Project is listed on ROPS 13-14B as Line Item No. 171 (being the portion expected to
be funded from the 2001 Bond Proceeds) and Line Item No. 186 (being the portion
expected to be funded from the 2007 Bond Proceeds).
Y. As between the Successor Agency and the Housing Authority, the
Housing Authority has better capacity (with respect to staffing and established
procedures) to perform or cause to be performed, the work required to complete the
Carlos Ortega Villas Project.
G:\rda\Veronica'I'apia\Word Files\Staff'Reports\Successor Agency\Palm Desert - SA reso re Carlos Onega Villas Project 13ond
Yrocecds Funding Agreement 9-20-13.DOC
__ _
RESOLUTION NO. sa-RDa o21
Z. The Successor Agency and the Housing Authority desire to enter into the
Carlos Ortega Villas Project Bond Proceeds Funding Agreement, substantially in the
form attached hereto as Exhibit A, to provide that the Housing Authority will perform or
cause to be performed all work required to complete the Carlos Ortega Villas Project,
with payment therefor to be made from the 2001 Bond Proceeds and 2007 Bond
Proceeds.
NOW, THEREFORE, THE BOARD OF DIRECTORS 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.
Section 2. Carlos Ortega Villas Project Bond Proceeds Funding Agreement.
The Carlos Ortega Villas Project Bond Proceeds Funding Agreement, in the form
attached hereto as Exhibit A, is hereby approved. Each of the Chair of this Board, the
Vice Chair of this Board and the Executive Director of the Successor Agency (each, an
Authorized Officer"), individually, is hereby authorized to execute and deliver, for and in
the name of the Successor Agency, the Carlos Ortega Villas Project Bond Proceeds
Funding Agreement, in substantially such form, with changes therein as the Authorized
Officer executing the same may approve (such approval to be conclusively evidenced
by the execution and delivery thereofl.
Section 3. Other Acts. The Authorized Officers and all other officers of the
Successor Agency 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 Carlos
�rtega Villas Project Bond Proceeds Funding Agreement.
Section 4. Effective Date. This Resolution shall take effect immediately upon
adoption.
APPROVED and ADOPTED this 10th day of October, 2013.
AYES:
NOES:
ABSENT:
ABSTAIN:
G:�rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Deserc - SA reso re Carlos Ortega Villas Project Bond
f'rocceds Funding Agreement 9-20-13.DOC
RESOLUTION NO. sA-RDA o2i
JAN C. HARNIK, CHAIR
ATTEST:
RACHELLE D. KLASSEN, SECRETARY
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
G:�rda\Veronica Tapia\Word Files\Staff Keports\Successor Agency\Palm Uesert - SA reso rc Carlos Ortega Villas Project Bond
Yroceeds Funding Agreement 9-20-13.DOC
RESOLUTION N0. SA—RDA 021
EXHIBIT A
Carlos Ortega Villas Project Bond Proceeds Funding Agreement
(in substantial final form)
(see attached)
G:UdalVeronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Deseri - SA reso re Carlos Ortega Villas Project [3ond
Proceeds Funding Agreement 9-20-13.DOC
RESOLUTION NO. HA- 59
A RESOLUTION OF THE PALM DESERT HOUSING AUTHORITY
APPROVING THE EXECUTION OF A CARLOS ORTEGA VILLAS
PROJECT BOND PROCEEDS FUNDING AGREEMENT BE71/VEEN THE
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY AND THE HOUSING AUTHORITY AND TAKING RELATED
ACTIONS
RECITALS:
A. 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 Palm Desert
Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2Q12, and
the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor
Agency") was constituted.
B. Pursuant to Section 34175(b) of the California Health and Safety Code
("HSC"), assets of the Former RDA, including all unspent bond proceeds, transferred to
the control of the Successor Agency by operation of law.
C. Pursuant to HSC Section 34176(b), the City Council of the City of Palm
Desert (the "City") adopted Resolution No. 2012-07, electing for the City not to retain the
responsibility for performing housing functions previously performed by the Former
RDA, and determining that all of the assets, as allowed by law, and all rights, powers,
liabilities, duties, and obligations associated with the housing activities of the Former
RDA be transferred to the Palm Desert Housing Authority (the Housing Authority, acting
in such capacity, being also referred to in this Agreement as the "Housing Successor").
D. The Carlos Ortega Villas is a proposed 72-unit affordable senior housing
complex to be owned and operated by the Housing Authority.
E. A project to construct and install certain infrastructure and improvements
for the Carlos Ortega Villas (the "Carlos Ortega Villas Project") has been under
development.
F. The Palm Desert Financing Authoriry (the "Financing Authority") previously
issued its Tax Allocation Revenue Bonds (Project Area No. 4), Series 2001, in the
principal amount of $15,695,000 (the "2001 Bonds"), pursuant to an Indenture of Trust,
dated as of November 1, 2001, by and between the Financing Authority and Well Fargo
Bank, National Association (as successor to BNY Western Trust Company), as trustee
(the "2001 Bond Trustee").
G. Pursuant to the Loan Agreement, dated as of November 1, 2001 (the
"Loan Agreement"), by and among the Financing Authority, the Former RDA, and the
G:Uda\Veronica "I'apia\Word f'iles\Staff Reports\Successor Agency\Yalm llesert - Housing Authority reso re Carlos Ortega Villas
Project I3ond I'roceeds Punding Agree 9-20-13.DOC
RESOLUTION NO. HA- 59
2001 Bond Trustee, proceeds of the 2001 Bonds were lent to the Former RDA as a loan
(the "2001 Loan").
H. The Former RDA caused a portion of the proceeds of the 2001 Bonds
received as part of the 2001 Loan to be deposited into a Project Fund (the "2001 Project
Fund"), which was established, and is held, by the 2001 Bond Trustee pursuant to the
2001 Loan Agreement.
I. There remains a balance in the 2001 Project Fund (the "2001 Bond
Proceeds"), in the amount of $4,670,523 as of September 20, 2013.
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 2001
Bond Proceeds shall be used for the purposes for which the 2001 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. As documented by the Official Statement, dated November 15, 2001, it
was intended, at the issuance of the 2001 Bonds, that proceeds of the 2001 Bonds be
used to finance the construction and installation of public improvements (including right
of way improvements, street improvements, sidewalk and landscape improvements,
drainage improvements, underground of utiiities, freeway interchange improvements,
land acquisition), and the Carlos Ortega Villas Project includes the construction and
installation of such public improvements.
M. The Successor Agency desires to use the 2001 Bond Proceeds for the
completion of the Carlos Ortega Villas Project.
N. The Financing Authority also previously issued its Tax Allocation Revenue
Bonds (Housing Set Aside Refunding Revenue Bonds), Series 2007, in the principal
amount of $86,155,000 (the "2007 Housing Bonds"), pursuant to an Indenture of Trust,
dated as of February 1, 2007, by and between the Financing Authority and Wells Fargo
Bank, National Association, as trustee (the "2007 Bond Trustee"), for the purpose of
financing projects for low and moderate income housing purposes.
O. Pursuant to the Loan Agreement, dated as of February 1, 2007 (the "2007
Loan Agreement"), by and among the Financing Authority, the Former RDA, and the
2007 Bond Trustee, proceeds of the 2007 Housing Bonds were lent to the Former RDA
as a loan (the "2007 Loan").
P. The Former RDA caused a portion of the proceeds of the 2007 Housing
Bonds received as part of the Loan to be deposited into a Project Fund (the "2007
12812-OOOI\1632317.1
RESOLUTION NO. HA- 59
Project Fund"), which was established, and is held, by the 2007 Bond Trustee pursuant
to the 2007 Loan Agreement.
Q. There remains a balance in the 2007 Project Fund (the "2007 Housing
Bond Proceeds"), in the amount of $23,161,431 as of September 20, 2013.
R. HSC Section 34176(g) provides that the Housing Authority, as the
Housing Successor, may designate the use of, and commit, the 2007 Housing Bond
Proceeds; provided that such use and commitment of 2007 Housing Bond Proceeds are
consistent with the bond covenants.
S. As documented by the Certificate Regarding Compliance with Certain Tax
Matters, dated as of February 7, 2007 (the "2007 Tax Certificate"), it was intended, at
the issuance of the 2007 Bonds, that moneys deposited in the 2007 Project Fund be
used for, among other projects, various components of the Carlos Ortega Villas Project
(the Carlos Ortega Villas being then called the Country Village).
T. The Housing Authority desires to use the 2007 Housing Bond Proceeds to
supplement the 2001 Bond Proceeds for the completion of the Carlos Ortega Villas
Project.
U. Pursuant to HSC Section 34177(I), 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 State Department of Finance (the
"DOF") for approval.
V. Pursuant to HSC Section 34191.4(c)(2), the expenditure of 2001 Bond
Proceeds for an obligation must be listed on a ROPS.
W. Pursuant to HSC Section 34176(g), a designation of the use and
commitment of the 2007 Housing Bond Proceeds must be listed on a ROPS.
X. The Successor Agency has prepared and submitted to the Oversight
Board and the DOF, a ROPS ("ROPS 13-14B") for the six-month fiscal period
commencing January 1, 2014 (the "ROPS 13-14B Period"). The Carlos Ortega Villas
Project is listed on ROPS 13-14B as Line Item No. 171 (being the portion expected to
be funded from the 2001 Bond Proceeds) and Line Item No. 186 (being the portion
expected to be funded from the 2007 Bond Proceeds).
Y. As between the Successor Agency and the Housing Authority, the
Housing Authority has better capacity (with respect to staffing and established
procedures) to perform or cause to be performed, the work required to complete the
Carlos Ortega Villas Project.
12812-0001 \ 1632317.1
RESOLUTION NO. HA- 59
Z. The Successor Agency and the Housing Authority desire to enter into the
Carlos Ortega Villas Project Bond Proceeds Funding Agreement, substantially in the
form attached he�eto as Exhibit A, to provide that the Housing Authority will perform or
cause to be performed all work required to complete the Carlos Ortega Villas Project,
with payment therefor to be made from the 2001 Bond Proceeds and 2007 Bond
Proceeds.
NOW, THEREFORE, THE PALM DESERT HOUSING AUTHORITY DOES
HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Carlos Ortega Villas Project Bond Proceeds Fundinq Agreement.
The Carlos Ortega Villas Project Bond Proceeds Funding Agreement, in the form
attached hereto as Exhibit A, is hereby approved. Each of the Chairman (or in the
Chairman's absence, the Vice Chair) and the Executive Director (each, an Authorized
Officer"), individually, is hereby authorized to execute and deliver, for and in the name
of the Housing Authority, the Carlos Ortega Villas Project Bond Proceeds Funding
Agreement, in substantially such form, with changes therein as the Authorized Officer
executing the same may approve (such approval to be conclusively evidenced by the
execution and delivery thereofl.
Section 3. Other Acts. The Authorized Officers and all other officers of the
Authority 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 Carlos
Ortega Villas Project Bond Proceeds Funding Agreement. Any actions previously
taken by officers of the Housing Authority consistent with the purposes of this
Resolution, the Carlos Ortega Villas Project Bond Proceeds Funding Agreement are
hereby ratified and confirmed
Section 4. Effective Date. This Resolution shall take effect immediately upon
adoption.
APPROVED and ADOPTED this 10th day of October, 2013.
AYES:
NOES:
ABSENT:
12812-0001\1632317.1
RESOLUTION NO. HA- 59
ABSTAIN:
JAN C. HARNIK, CHAIRMAN
ATTEST:
RACHELLE D. KLASSEN, BOARD SECRETARY
12812-0001 \ I 6323 l 7. I
RESOLUTION NO. 59
EXHIBIT A
Carlos Ortega Villas Project Bond Proceeds Funding Agreement
(in substantial final form)
(see attached)
12812-0001\1632443. I
CARLOS ORTEGA VILLAS PROJECT BOND PROCEEDS FUNDING AGREEMENT
This CARLOS ORTEGA VILLAS POJECT BOND PROCEEDS FUNDING
AGREEMENT (this "Agreement"), dated as of October 10, 2013, is entered into by and between
the Palm Desert Housing Authority (the "Housing Authority") and the Successor Agency to the
Palm Desert Redevelopment Agency (the "Successor Agency," and together with the Authority,
the "Parties").
RECITALS:
A. Pursuant to AB X1 26 (which became effective at the end of June 2011) and the
California Supreme Court's decision in California Redevelopment AsSOCIClllOil, et al. v. Ana
Matosantos, et al., S3 Cal. 4th 231(2011), the former Palm Desert Redevelopment Agency (the
"Former RDA") was dissolved as of February 1, 2012, and the Successor Agency was
constituted.
B. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"),
assets of the Former RDA, including all unspent bond proceeds, transferred to the control of the
Successor Agency by operation of law.
C. Pursuant to HSC Section 34176(b), the City Council of the City of Palm Desert
(the "City") adopted Resolution No. 2012-07, electing for the City not to retain the responsibility
for performing housing functions previously performed by the Former RDA, and determining
that all of the assets, as allowed by law, and all rights, powers, liabilities, duties, and obligations
associated with the housing activities of the Former RDA be transferred to the Housing
Authority (the Housing Authority, acting in such capacity, being also referred to in this
Agreement as the "Housing Successor").
D. The Carlos Ortega Villas is a proposed 72-unit affordable senior housing complex
to be owned and operated by the Housing Authority.
E. A project to construct and install certain infrastructure and improvements for the
Carlos Ortega Villas (the "Carlos Ortega Villas Project") has been under development.
F. The Palm Desert Financing Authority (the "Financing Authority") previously
issued its Tax Allocation Revenue Bonds (Project Area No. 4), Series 2001, in the principal
amount of $15,695,000 (the "2001 Bonds"), pursuant to an Indenture of Trust, dated as of
November 1, 2001, by and between the Financing Authority and Well Fargo Bank, National
Association (as successor to BNY Western Trust Company), as trustee (the "2001 Bond
Trustee").
G. Pursuant to the Loan Agreement, dated as of November 1, 2001 (the "Loan
Agreement"), by and among the Financing Authority, the Former RDA, and the 2001 Bond
Trustee, proceeds of the 2001 Bonds were lent to the Former RDA as a loan (the "2001 Loan").
-1-
I 2812.0001 \ I 632318.1
H. The Former RDA caused a portion of the proceeds of the 2001 Bonds received as
part of the 2001 Loan to be deposited into a Project Fund (the "2001 Project Fund"), which was
established, and is held, by the 2001 Bond Trustee pursuant to the 2001 Loan Agreement.
I. There remains a balance in the 2001 Project Fund (the "2001 Bond Proceeds"), in
the amount of $4,670,523 as of September 20, 2013.
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 2001 Bond Proceeds shall be used
for the purposes for which the 2001 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. As documented by the Official Statement, dated November 15, 2001, it was
intended, at the issuance of the 2001 Bonds, that proceeds of the 2001 Bonds be used to finance
the construction and installation of public improvements (including right of way improvements,
street improvements, sidewalk and landscape improvements, drainage improvements,
underground of utilities, freeway interchange improvements, land acquisition), and the Carlos
Ortega Villas Project includes the construction and installation of such public improvements.
M. The Successor Agency desires to use the 2001 Bond Proceeds for the completion
of the Carlos Ortega Villas Project.
N. The Financing Authority also previously issued its Tax Allocation Revenue
Bonds (Housing Set Aside Refunding Revenue Bonds), Series 2007, in the principal amount of
$86,155,000 (the "2007 Housing Bonds"), pursuant to an Indenture of Trust, dated as of
February 1, 2007, by and between the Financing Authority and Wells Fargo Bank, National
Association, as trustee (the "2007 Bond Trustee"), for the purpose of financing projects for low
and moderate income housing purposes.
O. Pursuant to the Loan Agreement, dated as of Fcbruary 1, 2007 (the "2007 Loan
Agreement"), by and among the Pinancing Authority, the Former RDA, and the 2007 Bond
"rrustee, proceeds of the 2007 Housing Bonds were lent to the Former RDA as a loan (the "2007
Loan").
P. The Former RDA caused a portion of the proceeds of the 2007 Housing Bonds
received as part of the Loan to be deposited into a Project Fund (the "2007 Project Fund"), which
was established, and is held, by the 2007 Bond Trustee pursuant to the 2007 Loan Agreement.
Q. There remains a balance in the 2007 Project Fund (the "2007 Housing Bond
Proceeds"), in the amount of $23,161,431 as of September 20, 2013.
R. HSC Section 34176(g) provides that the Housing Authority, as the Housing
Successor, may designate the use of, and commit, the 2007 Housing Bond Proceeds; provided
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that such use and commitment of 2007 Housing Bond Proceeds are consistent with the bond
covenants.
S. As documented by the Certificate Regarding Compliance with Certain Tax
Matters, dated as of February 7, 2007 (the "2007 Tax Certificate"), it was intended, at the
issuance of the 2007 Bonds, that moneys deposited in the 2007 Project Fund be used for, among
other projects, various components of the Carlos Ortega Villas Project (the Carlos Ortega Villas
being then called the Country Village).
T. The Housing Authority desires to use the 2007 Housing Bond Proceeds to
supplement the 2001 Bond Proceeds for the completion of the Carlos Ortega Villas Project.
U. 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 State Department of Finance (the "DOF") for approval.
V. Pursuant to HSC Section 34191.4(c)(2), the expenditure of 2001 Bond Proceeds
for an obligation must be listed on a ROPS.
W. Pursuant to HSC Section 34176(g), a designation of the use and commitment of
the 2007 Housing Bond Proceeds must be listed on a ROPS.
X. The Successor Agency has prepared and submitted to the Oversight Board and the
DOF, a ROPS ("ROPS 13-14B") for the six-month fiscal period commencing January 1, 2014
(the "ROPS 13-14B Period"). The Carlos Ortega Villas Project is listed on ROPS 13-14B as
Line ltem No. 171 (being the portion expected to be funded from the 2001 Bond Proceeds) and
Line Item No. 186 (being the portion expected to be funded from the 2007 Bond Proceeds).
Y. As between the Successor Agency and the Housing Authority, the Housing
Authority has better capacity (with respect to staffing and established procedures) to perform or
cause to be performed, the work required to complete the Carlos Ortega Villas Project.
Z. The Successor Agency and the Housing Authority desire to enter into this
Agreement, to provide that the Housing Authority will perform or cause to be performed all
work required to complete the Carlos Ortega Villas Project, with payment therefor to be made
from the 2001 Bond Proceeds and 2007 Bond Proceeds.
AA. Resolution No. adopted by the Oversight Board on , 2013
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 , 2013.
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 Housing Authority agrees to perform or cause to be performed
all work required for the completion of the Carlos Ortega Villas Project, including but not
limited to the preparation of designs, plans and specifications and all demolitions, construction
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12812.0001 \ 1632318.1
and installations. The Housing Authority 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 Housing Authority shall have the sole discretion with respect to the design, planning,
specification and the timing with respect to all components of the Carlos Ortega Villas Project.
Section 2. (a) It is acknowledged that the Housing Authority is expected to advance
cost for the Carlos Ortega Villas Project during the six month-period from July 1, 2013 through
December 31, 2013 (the "ROPS 13-14A Advance"). As of October 10, 2013, the ROPS 13-14
Advance is expected to be $261,083.
(b) On or before January 15, 2014, the Finance Director of the Housing
Authority shall notify the Successor Agency of the actual dollar amount of the ROPS 13-14A
Advance and the additional costs expected to be incurred for the Carlos Ortega Villas Project
during the ROPS 13-14B Period (the "ROPS 13-14B Estimate"). Promptly after receipt of
such notice from the Finance Director of the Housing Authority, subject to Section 2(c), the
Successor Agency shall transfer to the Housing Authority an amount equal to the sum of the
ROPS 13-14 Advance and the ROPS 13-14B Estimate. Such transfer shall be made from
either the 2001 Bond Proceeds or the 2007 Bond Proceeds (or a combination thereo�, as
determined by the Finance Director of the Successor Agency.
(c) Notwithstanding the foregoing Section 2(b), if the sum of the ROPS 13-
14A Advance and the ROPS 13-14B Estimate is greater than the sum of the dollar amounts
approved by the DOF for ROPS 13-14B Line Item Nos. 171 and 186, then the Successor
Agency's transfer pursuant to Section 2(b) shall be limited to such amounts approved for
ROPS 13-14B Line Item Nos. 171 and 186. If any portion of the ROPS 13-14A Advance is
not reimbursed to the Housing Authority during the ROPS 13-14B Period by operation of this
Section 2(c), the Successor Agency shall include the unreimbursed portion of the ROPS 13-
14A Advance on the next ROPS (i.e., the ROPS covering the fiscal period from July 1, 2014
through December 31, 2014), with the funding source being the 2001 Bond Proceeds or the
2007 Bond Proceeds (or a combination thereo�, as determined by the Finance Director of the
Successor Agency.
(d) Any cost for the Carlos Ortega Villas Project paid by the Housing
Authority during ROPS 13-14B Period that is not reimbursed by the Successor Agency during
the ROPS 13-14B Period shall be treated as a Housing Authority Advance (as defined in
Section 3(b)).
Section 3. (a) At any time, if the Housing Authority determines that the amount
previously transferred by the Successor Agency pursuant to this Agreement is insufficient for the
completion of the Carlos Ortega Villas Project, the Housing Authority's Finance Director shall
notify the Successor Agency, specifying the estimated dollar amount necessary for the
completion of the Carlos Ortega Villas Project (the "Additional Funding Amount"). To the
extent that sufficient unspent 2001 Bond Proceeds or 2007 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 Housing
Authority the Additional Funding Amount from the 2001 Bond Proceeds or the 2007 Bond
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Proceeds (or a combination thereo� as soon as practicable upon the commencement of the
applicable ROPS Period.
(b) Before the transfer of any Additional Funding Amount pursuant to
Section 3(b) above, the Housing Authority may, but is not obligated to, advance funds from
sources available to Housing Authority for the work necessary for the Carlos Ortega Villas
Project (each such advance being a"Housing Authority Advance"). Any Additional Funding
Amount transferred by the Successor Agency pursuant to Section 3(a) shall first be used to
reimburse the Housing Authority for outstanding Housing Authority Advances, and then to pay
for other expenditures of the Carlos Ortega Villas Project.
Section 4. To the extent the Housing Authority still holds unspent 2001 Bond
Proceeds or unspent 2007 Bond Proceeds transferred pursuant to this Agreement after the
completion of the Carlos Ortega Villas Project (as determined by the legislative body of the
Housing Authority), the Housing Authority shall return such unspent 2001 Bond Proceeds or
2007 Bond Proceeds to the Successor Agency within a reasonable time after such determination.
Section 5. (a) The Housing Authority covenants that it shall use the 2001 Bond
Proceeds in a manner consistent with the covenants in the 2001 Loan Agreement and the �
Certificate Regarding Arbitrage, Use of Proceeds and Related Matters, dated November 28,
2001, relating to the 2001 Bonds, but not limited to, any covenants regarding the tax-exempt
status of interest on the 2007 Bonds under the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.
(b) The Housing Authority covenants that it shall use the 2007 Bond
Proceeds in a manner consistent with the covenants in the Loan 2007 Agreement and the 2007
Tax Certificate, including, but not limited to, any covenants regarding the tax-exempt status of
interest on the 2007 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.
Seetion 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 Housing
Authority, or members of the governing board of the Housing Authority, or members of the
Successor Agency Board of Directors or members of the 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 Housing Authority, or for any amount which may otherwise become
due to the Housing Authority or Successor Agency, or successor thereto, or on any obligations
under the terms of this Agreement.
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1 2812.000 I \ 1632318.1
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.
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SIGNATURES TO FOLLOW]
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I 2812.000 I\ 1632318. I
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
PALM DESERT HOUSING AUTHORITY
By
JAN C. HARNIK, CHAIR
ATTEST:
RACHELLE D. KLASSEN, BOARD SECRETARY
� . . . �1���
OVERSIGHT BOARll OF THE
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY
By
BOB A. SPIEGEL, CHAIR Date:
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