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Home My WebLink About0168C - CONVENTION CENTER REIMBURSEMENT REPAYMENT PROGRAM PA2 I032687 1142r:TBH Reimbursement & Repayment agr REIMBURSEMENT AND REPAYMENT AGREEMIbtwn City & Agcy to implement por of Conv Ctr Fin Program,PA2 AGREEMENT #168/2417 Resolution 469/16174, 4-15-87 THIS AGREEMENT is entered into this 15th day of April , 1987, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (herein the "Agency") and the CITY OF PALM SPRINGS (herein the "City") Recitals A. By Ordinance No. 1187, adopted July 19, 1983, the City Council of the City approved and adopted a certain Redevelopment Plan (herein the "Redevelopment Plan") for the Palm Springs Tahquitz-Andreas District Redevelopment Project (herein the "Project") . B. Pursuant to the Community Redevelopment Law of the State of California (Section 33000 et seq. of the Health and Safety Code) , the Agency is carrying out the Redevelopment Plan for the Project, and has entered into an Amended and Restated Development Agreement (herein the "Development Agreement") with Hotel and Convention Center Partners I, Ltd. (herein the "Developer") , Shale Energy Corporation of America (herein "SENCA") and the City, pursuant to which the Developer has developed a hotel on real property (her--ei.n the "Site") owned or leased by the Developer located within the Project Area, and the City has constructed a convention center facility on adjacent real property. C. Pursuant to and in accordance with the Redevelopment Plan and in order to carry out and effectuate the Development Agreement, the City, the Agency and the City of Palm Springs Public Facilities Corporation (herein the "PFC") , a private nonprofit corporation, have entered into various agreements and arrangements, pursuant to which : 1. Certificates of Participation in the amount of THIRTY-FIVE MILLION DOLLARS ($35, 000, 000) (herein the "Certificates") have been issued to finance the acquisition and construction of the convention center facility (herein the "Convention Center") and acquisition of certain real property adjacent to the Convention Center (the "Adjacent Parcel") by the City; and 2. The PFC has subleased the real property on which the Convention Center is located from SENCA Palm Springs, Inc. , a California corporation wholly-owned and controlled by SENCA, pursuant to a sublease dated December 31, 19 Wherein the "Master Sublease") ; and 3. The City has subleased the Convention Center improvements from the PFC by way of a sublease dated December 31 , 19 84 (herein the "Sublease") , and the PFC has assigned all payments from the City under the Sublease to the holders of the Certificates. D. In accordance with the Redevelopment Plan, the Agency is authorized to incur indebtedess in carrying out the Project and its obligations under the Development Agreement, pledging as security for the repayment thereof taxes from the Project Area allocated to the Agency pursuant to the provisions of Section 16 of Article XVI of the California Constitution and Sections 33670-33678 of the Health and Safety Code (herein the "Tax Allocations") . E. Pursuant to the Community Redevelopment Law, the Agency is authorized, with the consent of the City Council of the City, to pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure or other improvement which is publicly owned either within or without the Project Area, upon a determination by the City Council that such building, facility, structure or other improvement is of benefit to the Project Area and that no other reasonable means of financing such building , facility, structure or other improvement is available to the community. -2- F. When the value of such land or the cost of the installation and construction of such building, facility, structure or other improvement, or both, has been or will be paid or provided for initially by the City, the Agency may enter into a contract with the City under which it agrees to reimburse the City for all or part of the value of such land or all or part of the cost of such building, facility, structure or other improvement, or both, by periodic payments over a period of years. G. In order to enable the City to undertake its obligations under the Sublease, and in consideration of the benefit derived by the Project from the presence of the Convention Center in the Project Area, the parties desire to enter into this Reimbursement and Repayment Agreement (herein "Agreement") . Agreements NOW, THEREFORE, THE AGENCY AND CITY HEREBY AGREE AS FOLLOWS: 1. In consideration of the undertakings of the parties recited above, and for so long as the Sublease shall remain in effect, the Agency shall reimburse, repay, contribute and pay to the City the amounts specified below from the sources and upon the conditions set forth below: a. From the annual Tax Allocations available to the Agency from the Project, and after first making adequate provision for required payments due on bonds or other indebtedness of the Agency which may be issued or incurred by the Agency in carrying out the Project and for which said Tax Allocations are pledged or committed, the Agency shall semi-annually pay to the City, upon demand of the City, the following sums : (1) An amount equal to the Tax Allocations which are attributable to the Site; and -3- (2) In addition, Tax Allocations in an amount which, when added to the amount payable to the City under subparagraph (1) , above, is necessary to provide the City with sufficient funds to pay annual sublease payments under the Sublease, but in no event to exceed SIX HUNDRED THOUSAND DOLLARS ($600, 000) annually. b. The City shall make demand for such payments from the Agency semi-annually on the first business days of October and April following the end of the fiscal year of the Agency; provided, however, that the failure of the City to make such demand shall not modify or forgive the obligations of the Agency hereunder. C. The Agency shall make such payments to the City in equal semi-annual installments, as said funds are available to the Agency, or in such other amounts and times as the parties may agree. Sums due the City hereunder but not paid by the Agency due to the unavailability of funds at the time payment is due shall accrue and bear interest at the rate of ten percent (100) per annum until paid, except that the City may elect to waive payment of such unpaid amounts in order to allow the Agency to undertake other Project activities. 2. The Agency shall have no liability hereunder except as set forth in Section 1 hereof after first making adequate provision for required payments on bonds or other indebtedness of the Agency secured by Tax Allocations. 3. This Agreement constitutes an indebtedness of the Agency incurred in carrying out the Project and a pledging of the Tax Allocations from the Project to repay such indebtedness under the provisions of Section 16 of Article XVI of the California Constitution and Sections 33670-33678 of the Health and Safety Code; provided, however, that such pledge of Tax Allocations shall always be subordinate and subject to the right of the Agency to pledge or commit Tax Allocations from the Project -4- to repay bonds or other indebtedness incurred by the Agency in carrying out the Project. 4. This Agreement and the Agency' s obligations hereunder shall terminate upon the termination or expiration of the Sublease. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. ATTEST: COMMUNITY REDEVELOPMENT AGENCY CITY OF PALM SPRINGS, CALIFORNIA �-—Assistant Secretary airman ATTEST: CITY OF PALM SPRINGS, CALIFORNIA - � Bgti, \ f P / City Clerk Citya�nager REVIEWED AND APPROVED:_ ar'►MZ0 17F ) By y"Z ;`c7siV MU?9TY REDEV. APPROVED BY THE CITY COUNCIL BY RES. NO. %—T _