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Home My WebLink AboutRes HA-74 and SA-RDA 043 - SA34210 Bond Proceeds Funding Agreement (BPFA) HousingSUCCESSOR AGENCY OF THE PALM DESERT REDEVELOPMENT AGENCY/PALM DESERT HOUSING AUTHORITY JOINT CONSIDERATION STAFF REPORT REQUEST: APPROVE RESOLUTION NO. HA- 74 - AND A RESOLUTION NO. SARDA o43 A RESOLUTION APPROVING THE EXECUTION OF A HOUSING 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: Veronica Tapia, Management Analyst II DATE: February 12, 2015 CONTENTS: Resolution No. HA - 74 Resolution No. SARDA- 043 Reimbursement Agreement- contra�t rto. sA342io Recommendation By Minute Motion that the Authority Board: SARDA 043 1. Waive further reading and adopt Resolution No. approving the execution of a Housing 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 Housing Bond Proceeds Funding Agreement. Backqround On October 13, 2013 the Oversight Board approved a Bond Proceeds Funding Agreement for the Carlos Ortega Villas. And then on November 13, 2014 the Oversight Board approved the Bond Proceeds Funding Agreement for the Low Mod Housing Subsidy Program. The remaining eligible bond projects listed on the tax certificate require a Bond Proceeds Funding Agreement in order to move forward with their progress. 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 G:\rda\Veronica TapialWord Files\Staff Reports\Successor Agency\Bond Proceed AgreementslCompleted BPfAs\SR-HA Projects Remaining Reimbursement Agreemenl 2-12- 15. doc Resolution No. SARDA 043 Resolution No. HA -74 Staff Report Housing Projects Reimbursement Agreement Page 2 of 2 February 12, 2015 Contract No. SA34210 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 project needs have been included and approved on 14-15B and also for approval on ROPS 15-16A. Staff recommends approval of the Housing Bond Proceeds Funding Agreement for the remaining housing projects listed under the existing bonds, befinreen the Successor Agency and Housing Authority and taking certain related actions. Fiscal Analvsis The estimated costs for each project are listed on the current and subsequent ROPS. Although the Housing Authority would initially advance the funds for this purpose, it is the intention of the Successor Agency to reimburse the Housing Authority for the costs from bond proceeds as included in the bond covenant. Upon approval of ROPS 15- 16A, reimbursement if necessary, will occur immediately after July 1, 2015. Prepared By: , Veronica Tapia Ma gement Analyst I I aul S. Gibson Director of Finance l Ja et oore Director of Housing �� Z 'A ....�. �� 1�._�Y�.t�. J ��t_�..._ IoZ � " � ��I�i�D �%''...��, �Jrig�al csn fa.�� vith �;�,.3� t,lr��;',s d�t�P?c.4 l� —� L hn M. Wohlmuth BY �iQUSCa AUTF! 5 C-�` ity Manager/Executive Director of the �N ��'-� •�� -,.�(`� uccessor Agency of the Palm Desert ` Redevelopment Agency �VERIFIED BY; %� �riginai on file with City l�rk's Q�fFi�� f �+C-� . -�1C�i r�►k yJ�� Y��, �i��i,Tc��''� ��r �1�� : ��o�� G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Bond Proceed Agreements\Completed BPFAs\SR-HA Projects Remaining Reimbursement Agreement 2-12- 15.doc RESOLUTION NO. s�nA o43 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND THE PALM DESERT HOUSING AUTHORITY RECITALS: A. Pursuant to AB X1 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 Ca1.4th 231 (2011), the former Palm Desert Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2012, the Successor Agency was constituted, and the Oversight Board of the Successor Agency (the "Oversight Board") was established. 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 to not 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 Palm Desert Financing Authority (the "Financing Authority") 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. E. 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 loaned to the Former RDA. F. A portion of the proceeds of the 2007 Housing Bonds loaned to the Former RDA was 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. 12812-0001\1792743.1 1 RESOLUTION NO. sAxnA o43 G. 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 the 2007 Housing Bond Proceeds are consistent with the bond covenants. H. 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 and the State Department of Finance (the "DOF") for approval. I. HSC Section 34176(g) provides that a designation of the use (or commitment) of the 2007 Housing Bond Proceeds by the Housing Successor must be listed on a ROPS. J. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the DOF of the Housing Successor's designations of 2007 Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. K. The Successor Agency and the Housing Successor previously entered into a Housing Program Buy-Down Subsidy Housing Bond Proceeds Funding Agreement, dated as of December 23, 2014 (the "Buy-Down Subsidy Funding Agreement"), in connection with the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for the Housing Successor's Buy-Down Subsidy Program (as defined in the Buy-Down Subsidy Funding Agreement). L. The Successor Agency and the Housing Successor also entered into a Carlos Ortega Villas Project Bond Proceeds Funding Agreement, dated as of October 10, 2013 (the "Carlos Ortega Villas Funding Agreement"), in connection with, in part, the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for costs relating to a proposed affordable senior housing complex to be owned and operated by the Housing Authority. M. Per the Housing Successor's designation, the Successor Agency has included in the ROPS ("ROPS 15-16A") for the ROPS Period commencing July 1, 2015 (the "ROPS 15-16A Period"), line items for: (i) $5,000,000 of 2007 Housing Bond Proceeds pursuant to the Buy-Down Subsidy Funding Agreement (the "ROPS 15-16A Buy-Down Subsidy Transfer"), and (ii) $16,883,310 of 2007 Housing Bond Proceeds pursuant to the Carlos Ortega Villas Funding Agreement. (the "ROPS 15-16A Carlos Ortega Villas Project Transfer). N. The Successor Agency has received the Housing Successor's further designation of the use the unspent 2007 Housing Bond Proceeds remaining after the ROPS 15-16A Buy-Down Subsidy Transfer and the ROPS 15-16A Carlos Ortega Villas 12812-0001\1792743.2 RESOLUTION NO. sAxnAo43 Project Transfer (the "Remaining Housing Bond Proceeds"), for projects to be engaged by the Housing Successor for the purposes of increasing, preserving and improving housing for low and moderate income persons within or of benefit to the Former RDA's redevelopment project areas (the "Housing Successor Projects"). O. The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Housing Proceeds Agreement") in connection with the use of Remaining Housing Bond Proceeds for the Housing Successor Projects. 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. Housing Proceeds Agreement. The Housing Proceeds Agreement, in the form attached hereto as Attachment I, 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 Housing Proceeds Agreement in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereofl. Section 3. Request for Oversic�ht Board Approval. The Oversight Board is hereby requested to approve the Successor Agency's execution and delivery of the Housing Proceeds Agreement. The Secretary of the Successor Agency is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. 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 Housing Proceeds Agreement. 12812-0001 \ 1792743 .2 RESOLUTION NO. s�xnAo43 PASSED, APPROVED AND ADOPTED this 12th day of February, 2015. AYES: NOES: ABSENT: ABSTAIN: Susan Marie Weber, Chair ATTEST: RACHELLE D. KLASSEN, SECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY 12812-0001\1792743.2 Resolution No. HA-74 ATTACHMENT I Housing Bond Proceeds Funding Agreement (in substantial final form) (see attached) 12812-0001\1792743.2 RESOLUTION NO. HA- 74 A RESOLUTION OF THE PALM DESERT HOUSING AUTHORITY APPROVING THE EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE PALM DESERT REDEVELOPMENT AGENCY AND THE PALM DESERT HOUSING AUTHORITY RECITALS: A. Pursuant to AB X1 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 Palm Desert Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2012, the Successor Agency was constituted, and the Oversight Board of the Successor Agency (the "Oversight Board") was established. 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 to not 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 Palm Desert Financing Authority (the "Financing Authority") 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. E. 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 loaned to the Former RDA. F. A portion of the proceeds of the 2007 Housing Bonds loaned to the Former RDA was 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. 12812-0001 \ 1792752.2 1 RESOLUTION NO. �-74 G. 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 the 2007 Housing Bond Proceeds are consistent with the bond covenants. H. 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 and the State Department of Finance (the "DOF") for approval. I. HSC Section 34176(g) provides that a designation of the use (or commitment) of the 2007 Housing Bond Proceeds by the Housing Successor must be listed on a ROPS. J. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the DOF of the Housing Successor's designations of 2007 Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. K. The Successor Agency and the Housing Successor previously entered into a Housing Program Buy-Down Subsidy Housing Bond Proceeds Funding Agreement, dated as of December 23, 2014 (the "Buy-Down Subsidy Funding AgreemenY'), in connection with the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for the Housing Successor's Buy-Down Subsidy Program (as defined in the Buy-Down Subsidy Funding Agreement). L. The Successor Agency and the Housing Successor also entered into a Carlos Ortega Villas Project Bond Proceeds Funding Agreement, dated as of October 10, 2013 (the "Carlos Ortega Villas Funding Agreement"), in connection with, in part, the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for costs relating to a proposed affordable senior housing complex to be owned and operated by the Housing Authority. M. Per the Housing Successor's designation, the Successor Agency has included in the ROPS ("ROPS 15-16A") for the ROPS Period commencing July 1, 2015 (the "ROPS 15-16A Period"), line items for: (i) $5,000,000 of 2007 Housing Bond Proceeds pursuant to the Buy-Down Subsidy Funding Agreement (the "ROPS 15-16A Buy-Down Subsidy Transfer"), and (ii) $16,883,310 of 2007 Housing Bond Proceeds pursuant to the Carlos Ortega Villas Funding Agreement. (the "ROPS 15-16A Carlos Ortega Villas Project Transfer). N. The Successor Agency has received the Housing Successor's further designation of the use the unspent 2007 Housing Bond Proceeds remaining after the ROPS 15-16A Buy-Down Subsidy Transfer and the ROPS 15-16A Carlos Ortega Villas 12812-0001 \ 1792752.2 RESOLUTION NO. �-�4 Project Transfer (the "Remaining Housing Bond Proceeds"), for projects to be engaged by the Housing Successor for the purposes of increasing, preserving and improving housing for low and moderate income persons within or of benefit to the Former RDA's redevelopment project areas (the "Housing Successor Projects"). O. The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Housing Proceeds AgreemenY') in connection with the use of Remaining Housing Bond Proceeds for the Housing Successor Projects. 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. Housing Successor Desiqnation. The Housing Authority, as the Housing Successor, hereby confirms the designation regarding the ROPS 15-16A Buy- Down Subsidy Transfer and the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. Section 3. Housinq Proceeds Agreement. The Housing Proceeds Agreement, in the form attached hereto as Attachment I, is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Housing Authority (each, an Authorized Officer"), individually, is hereby authorized to execute and deliver, for and in the name of the Housing Authority, the Housing Proceeds Agreement in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereofl. Section 4. Other Acts. The Authorized Officers and all other officers of the Housing 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 Housing Proceeds Agreement. Any actions previously taken by officers of the Housing Authority consistent with the purposes of this Resolution and the Agreement are hereby ratified and confirmed. 12812-0001\1792752.2 RESOLUTION NO. �-74 PASSED, APPROVED AND ADOPTED, at the regular meeting of the Palm Desert Housing Authority held on this day of 2015, by the following vote to wit: AYES: NOES: ABSENT: ABSTAI N: ATTEST: Rachelle D. Klassen, Secretary Susan Marie Weber, Chairperson 12812-0001 \ 1792752.2 Contract No. SA34210 ATTACHMENTI Housing Bond Proceeds Funding Agreement (in substantial final form) (see attached) 12812-0001 \ 1792752.2 Contract No. SA34210 HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FLTNDING AGREEMENT (this "Agreement"), dated as of , 2015, 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 Housing Authority, the "Parties"). RECITALS: A. 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 Palm Desert Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2012, the Successor Agency was constituted, and the Oversight Board of the Successor Agency (the "Oversight Board") was established. 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 to not 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 Palm Desert Financing Authority (the "Financing Authority") previously issued its Tax AlloGation 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. E. 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 loaned to the Former RDA. F. A portion of the proceeds of the 2007 Housing Bonds loaned to the Former RDA was 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. G. There remains a balance in the 2007 Project Fund (the "2007 Housing Bond Proceeds"). H. 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 -1- 12812. 0001 \ 1792508.1 Contract No. SA34210 that such use and commitment of the 2007 Housing Bond Proceeds are consistent with the bond covenants. I. 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 and the State Department of Finance (the "DOF") for approval. J. HSC Section 34176(g) provides that a designation of the use (or commitment) of the 2007 Housing Bond Proceeds by the Housing Successor must be listed on a ROPS. K. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the DOF of the Housing Successor's designations of 2007 Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. L. The Successor Agency and the Housing Successor previously entered into a Housing Program Buy-Down Subsidy Housing Bond Proceeds Funding Agreement, dated as of December 23, 2014 (the `Buy-Down Subsidy Funding Agreement"), in connection with the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for the Housing Successor's Buy-Down Subsidy Program (as deiined in the Buy-Down Subsidy Funding Agreement). M. The Successor Agency and the Housing Successor also entered into a Carlos Ortega Villas Project Bond Proceeds Funding Agreement, dated as of October 10, 2013 (the "Carlos Ortega Villas Funding Agreement"), in connection with, in part, the Housing Successor's designation of some of the 2007 Housing Bond Proceeds for costs relating to a proposed affordable senior housing complex to be owned and operated by the Housing Authority. N. Per the Housing Successor's designation, the Successor Agency has included in the ROPS ("ROPS 15-16A") for the ROPS Period commencing July 1, 2015 (the "ROPS 15-16A Period"), line items for: (i) $5,000,000 of 2007 Housing Bond Proceeds pursuant to the Buy- Down Subsidy Funding Agreement (the "ROPS 15-16A Buy-Down Subsidy Transfer"), and (ii) $16,883,310 of 2007 Housing Bond Proceeds pursuant to the Carlos Ortega Villas Funding Agreement. (the "ROPS 15-16A Carlos Ortega Villas Project Transfer) O. Successor Agency will make the ROPS 15-16A Buy-Down Subsidy Transfer and the ROPS 15-16A Carlos Ortega Villas Project Transfer at the commencement of the ROPS 15- 16A Period. P. The Successor Agency has received the Housing Successor's further designation of the use the unspent 2007 Housing Bond Proceeds remaining after the ROPS 15-16A Buy- Down Subsidy Transfer and the ROPS 15-16A Carlos Ortega Villas Project Transfer (the "Remaining Housing Bond Proceeds"), for projects to be engaged by the Housing Successor for the purposes of increasing, preserving and improving housing for low and moderate income persons within or of benefit to the Former RDA's redevelopment project areas (the "Housing Successor Projects"). -2- 12812. 0001 \ 1792508.2 Contract No. SA34210 Q. The Housing Successor and the Successor Agency are entering into this Agreement in connection with the use of Remaining Housing Bond Proceeds for the Housing Successor Projects. R. Resolution No. adopted 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. Included in ROPS 15-16A as Item No. is the transfer of the Remaining Housing Bond Proceeds (which amount includes estimated interest earnings to the date of transfer under this Section 1) to the Housing Successor for the costs of the Housing Successor Projects. At the commencement of the ROPS 15-16A Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor, as the Housing Successor, pursuant to HSC Sections 34176 and 34176.1 Section 3. The Housing Successor covenants that it shall use the Remaining Housing Bond Proceeds in a manner consistent with the covenants in the Indenture and all applicable law. Section 4. 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 5. 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 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. 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. Section 8. 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. -3- 12812.0001\1792508.2 Contract No. SA34210 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 ATTEST: Rachelle D. Klassen, Secretary : ATTEST: Rachelle D. Klassen, Board Secretary APPROVED: OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY C Robert A. Spiegel, Chair By John M. Wohlmuth, Executive Director PALM DESERT HOUSING AUTHORITY Susan Marie Weber, Chair Date: -4- 12812.0001 \ 1792508.2