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HomeMy WebLinkAbout5/2/2018 - STAFF REPORTS - 1F �pALMSAP iy V q * R 1. y Rc441FtOA",PR City Council Staff Report DATE: May 2, 2018 CONSENT CALENDAR SUBJECT: APPROVAL OF A RESOLUTION AUTHORIZING REIMBURSEMENT OF CERTAIN PUBLIC EXPENDITURES ASSOCIATED WITH THE DREAM HOTEL THROUGH PUBLIC FINANCING VIA CSCDA BOND PROCEEDS FROM: David H. Ready, City Manager BY: Marcus L. Fuller, Assistant City Manager SUMMARY The City entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment of a Parking Fee to the City at dates and times specified by the City. The Developer intended for such payments to the City to be paid from future tax-exempt bond proceeds from bonds issued by the California Statewide Community Development Authority (CSCDA). The City requires that a portion of the Parking Fee by paid in May 2018, prior to issuance of the bonds, and a resolution stating the intent that the Parking Fee be reimbursed from bond proceeds is required. RECOMMENDATION: Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DECLARING ITS OFFICIAL INTENT TO REIMBURSE PROJECT EXPENDITURES WITH BOND PROCEEDS AND RELATED ACTIONS." BACKGROUND: On October 1, 2014, the City Council adopted Resolution No. 23671 authorizing the City to join the Statewide Community Infrastructure Program ("SCIP"), and to accept applications from property owners, conduct special assessment proceedings, and levy assessments within the City. The SCIP is coordinated by the California Statewide Communities Development Authority ("CSCDA"), a joint powers authority sponsored by the League of California cities and the California State Association of Counties. G ITEM NO._ .1. ` City Council Staff Report May 2, 2018-Page 2 SCIP Funding— Dream Hotel Reimbursement Resolution The SCIP was instituted by CSCDA in 2002 to allow private property owners in participating cities and counties to finance the construction of public improvements or payment of development impact fees as a special assessment to be levied on the property tax roll. A private property owner developing a project in a participating agency has the ability to request approval from that agency to pay for public improvements and development impact fees through the SCIP, which is financed by the issuance of tax- exempt bonds by the CSCDA. Subsequently, in those cases, CSCDA will impose a special assessment on the property owner's tax bill to repay the portion of the bonds issued to finance the cost of the public improvements and/or development impact fees. In its action from 2014, the City Council authorized the City to be a participating agency in the SCIP through CSCDA. The SCIP is an alternative public financing tool to a Special District formed and approved by the City Council for a specific property. The advantage of the SCIP is that the City avoids all of the administration responsibility in establishing a Special District, and avoids the liability for the tax-exempt bonds used to finance the public improvements or development impact fees through that Special District. CSCDA assumes all responsibility and liability for the tax-exempt bonds and annual debt payments levied on the tax roll. A copy of the October 1, 2014, staff report and Resolution No. 23671 is included as Attachment 1. The City Council's action at that time was to facilitate the planned public financing related to the Dream Hotel project. Subsequently, on December 17, 2014, the City Council adopted a Resolution authorizing the formation of a Community Facilities District ("CFD") through the CSCDA specific to the Dream Hotel project. A copy of the December 17, 2014, staff report is included as Attachment 2. Additionally, the City previously entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment to the City of $2,675,000 as a "Parking Fee" to replace public parking on the site at dates and times specified by the City. The Developer is anticipating financing the Parking Fee and certain other development costs for the Dream Hotel project through the issuance of tax-exempt bonds for the CFD by the CSCDA. STAFF ANALYSIS: The Developer intends to pursue public financing of certain public improvements and developer impact fees associated with the Dream Hotel project, including the Parking Fee, in the amount of approximately $4.8 million of which $2.675 million is the Parking Fee. 02 City Council Staff Report May 2, 2018- Page 3 SCIP Funding— Dream Hotel Reimbursement Resolution The City has already requested an initial payment of$500,000 of the Parking Fee at this time to pay for expansion of the parking lot improvements adjacent to the Convention Center. However, the CSCDA bonds are not expected to be issued for some time, and not before this $500,000 payment is due to be paid to the City. In order that the Developer can be reimbursed for the payment due at this time through the CFD, the City is required to declare the intent for this payment to be reimbursed when the CSCDA bonds are issued. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project' means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to consider adopting a resolution to authorize reimbursement of funds through public financing, and is exempt from CEQA pursuant to Section 15378(b), in that a "Project' does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: None. The City will receive the partial payment of the Parking Fee and the Developer may be reimbursed at a future date through the issuance of CSCDA bonds. SUBMITTED Marcus L. Fuller, MPA, P.E., P.L.S. David H. Ready, Esq., Assistant City Manager/City Engineer City Manager Attachments: 1. October 1, 2014, staff report 2. December 17, 2014, staff report 3. Resolution 03 Attachment 1 w pptMgA � Z V lQf+ r ,r f CrHORR{!•, CITY COUNCIL STAFF REPORT DATE: OCTOBER 1, 2014 PUBLIC HEARING SUBJECT: AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF PALM SPRINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND, AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS RELATED TO THE AGREEMENTS FROM: David H. Ready, City Manager BY: Community & Economic Development Department SUMMARY This resolution approves the City of Palm Springs' participation in the Statewide Community Infrastructure Program ("SCIP"), which is sponsored by the California Statewide Communities Development Authority ("CSCDA"). The statute requires the City Council hold a public hearing to take public testimony on SCIP and bonds to be issued by CSCDA, and consideration of a resolution making the findings and authorizing City participation in SCIP. RECOMMENDATION: 1. Open the public hearing. 2. Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF PALM SPRINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE;" and II 05 ITEM IPA Statewide Community Infrastructure Program ("SCIP") October t, 2014 Page 2 3. AUTHORIZE THE CITY MANAGER TO EXECUTE ALL DOCUMENTS RELATED TO THE ABOVE AGREEMENTS. Background: CSCDA is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. The member agencies of CSCDA include approximately 356 cities and 57 counties throughout California, including the City of Palm Springs (the "City"). SCIP was instituted by CSCDA in 2002 to allow owners of property in participating cities and counties to finance the payment of development impact fees payable by property owners receiving development entitlements or building permits. The program has since been expanded to include financing of public capital improvements directly. If a property owner chooses to participate, the selected public capital improvements and the development impact fees owed to the City will be financed by the issuance of tax- exempt bonds by CSCDA. CSCDA will impose a special assessment on the owner's property to repay the portion of the bonds issued to finance the fees and the cost of public capital improvements. The benefits to the property owner include: • Only property owners who choose to participate in the program will have assessments imposed on their property. • Instead of paying cash for public capital improvements and/or development impact fees, the property owner receives low-cost, long-term tax-exempt financing of those fees, freeing up capital for other purposes. • The property owner can choose to pay off the special assessments at any time. • For home buyers, paying for the costs of public infrastructure through a special assessment is superior to having those costs "rolled" into the cost of the home. Although the tax bill is higher, the amount of the mortgage is smaller, making it easier to qualify. Moreover, because the special assessment financing is at tax- exempt rates, it typically comes at lower cost than historic mortgage rates. • Owners of smaller projects, both residential and commercial, can have access to tax-exempt financing of infrastructure. Before the inception of SCIP, only projects large enough to justify the formation of an assessment or community facilities district had access to tax-exempt financing. The benefits to the City include: • As in conventional assessment financing, the City is not liable to repay the bonds issued by CSCDA or the assessments imposed on the participating properties. • CSCDA handles all district formation, district administration, bond issuance and bond administration functions. A participating city can provide tax-exempt financing to property owners through SCIP while committing virtually no staff time to administer the program. 06 Statewide Community Infrastructure Program ("SCIP") October 1, 2014 Page 3 • Providing tax-exempt financing helps participating cities and counties cushion the impact of rising public capital improvements costs and development impact fees on property owners. • The availability of financing will encourage developers to pull permits and pay fees in larger blocks, giving the participating city immediate access to revenues for public infrastructure, rather than receiving a trickle of revenues stretched out over time. As part of the entitlement negotiation process, the possibility of tax-exempt financing of fees can be used to encourage a developer to pay fees up front. • In some cases, the special assessments on successful projects can be refinanced through refunding bonds. Savings achieved through refinancing will be directed back to the participating city for use on public infrastructure, subject to applicable federal tax limitations. The proposed resolution authorizes CSCDA to accept applications from owners of property within the City to apply for tax-exempt financing of public capital improvements and development impact fees through SLIP. It also authorizes CSCDA to form assessment districts within the City's boundaries, conduct assessment proceedings and levy assessments against the property of participating owners. It approves the form of an Acquisition Agreement, attached to the resolution as Exhibit B, that provides the terms and conditions under which financing for public capital improvements will be provided and to establish the procedure for disbursement of bond proceeds to pay for completed facilities, The proposed resolution also authorizes miscellaneous related actions and makes certain findings and determinations required by law_ Attached to the resolution as Exhibit A is a "Form of Resolution of Intention to be Adopted by CSCDA". This is for informational purposes and does not require action by the Council. FISCAL IMPACT Selected public capital improvements and certain development impact fees owed to the City may be financed by the issuance of tax-exempt bonds by CSCDA thorough this program. This does not create any financial obligation on the part of the City. Conversely, the availability of financing will encourage developers to pull permits and pay fees in larger blocks, giving the City immediate access to revenues for public infrastructure, rather than receiving a trickle of revenues stretched out over time. r J n S. ay n , Director of David H. Ready, City M nity & conomic Development Attachments: 1, SCIP Resolution 2. Public Hearing Notice _o7 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF PALM SPRINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority (the "Authority") is a joint exercise of powers authority the members of which include numerous cities and counties in the State of Califomia, including the City of Palm Springs (the "City"); and WHEREAS, the Authority has established the Statewide Community Infrastructure Program ("SCIP") to allow the financing of certain development impact fees (the "Fees") levied in accordance with the Mitigation Fee Act (California Government Code Sections 66000 and following) and other authority providing for the levy of fees on new development to pay for public capital improvements (collectively, the "Fee Act") through the levy of special assessments pursuant to the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the 1913 Act') and the issuance of improvement bonds (the "Local Obligations") under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the "1915 Act") upon the security of the unpaid special assessments; and WHEREAS, SCIP will also allow the financing of certain public capital improvements to be constructed by or on behalf of property owners for acquisition by the City or another public agency (the "Improvements"); and WHEREAS, the City desires to allow the owners of property being developed within its jurisdiction (`Participating Developers") to participate in SCIP and to allow the Authority to conduct assessment proceedings under the 1913 Act and to issue Local Obligations under the 1915 Act to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such assessments; and WHEREAS, in each year in which eligible property owners within the jurisdiction of the City elect to be Participating Developers, the Authority will conduct assessment proceedings under the 1913 Act and issue Local Obligations under the 1915 Act to FIPage 08 finance Fees payable by such property owners and Improvements and, at the conclusion of such proceedings, will levy special assessments on such property within the territory of the City; i WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with such assessment proceedings (the "ROI"), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP (provided that each Participating Developer consents to such assessment) shall be coterminous with the City's official boundaries of record at the time of adoption of each such ROI (the "Proposed Boundaries"), and reference is hereby made to such boundaries for the plat or map required to be included in this Resolution pursuant to Section 10104 of the Streets and Highways Code; and WHEREAS, there has also been presented to this meeting a proposed form of Acquisition Agreement (the "Acquisition Agreement'), a copy of which is attached hereto as Exhibit B, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing as part of its SCIP application; and WHEREAS, the City will not be responsible for the conduct of any assessment proceedings; the levy or collection of assessments or any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and WHEREAS, pursuant to Government Code Section 6586.5, notice was published at least five days prior to the adoption of this resolution at a public hearing, which was duly conducted by this Council concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs as follows: Section 1. The City hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided, that (1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and (2) The Participating Developers, who shall be the legal owners of such property, execute a written consent to the levy of assessment in connection with SCIP by the 2 09 Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XII ID of the State Constitution. Section 2. The City hereby finds and declares that the issuance of bonds by the Authority in connection with SCIP will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs and the more efficient delivery of local agency services to residential and commercial development within the City. Section 3. The Authority has prepared and will update from time to time the "SCIP Manual of Procedures" (the "Manual'), and the City will handle Fee revenues and funds for Improvements for properties participating in SCIP in accordance with the procedures set forth in the Manual. Section 4. The form of Acquisition Agreement presented to this meeting is hereby approved, and the [Mayor] is authorized to execute and the City Clerk is authorized to attest the execution of a completed Acquisition Agreement in substantially said form and pertaining to the Improvements being financed on behalf of the applicable Participating Developer. Section 5. The appropriate officials and staff of the City are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the City and/or who are conditioned to install Improvements and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The staff persons listed on the attached Exhibit C, together with any other staff persons chosen by the City Manager from time to time, are hereby designated as the contact persons for the Authority in connection with the SCIP program. Section 6. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by Bond Counsel in connection with the participation in SCIP of any districts, authorities or other third-party entities entitled to own Improvements and/or to levy and collect fees on new development to pay for public capital improvements within the jurisdiction of the City, as are reasonably required by the Authority in accordance with the Manual to implement SCIP for Participating Developers and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP. To that end, and pursuant to Treasury Regulations Section 1.150-2, the staff persons listed on Exhibit C, or other staff person acting in the same capacity for the City with respect to SCIP, are hereby authorized and designated to declare the official intent of the City with respect to the public capital improvements to be paid or reimbursed through participation in SCIP_ 3 �� Section 7, This Resolution shall take effect immediately upon its adoption, The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to the Secretary of the Authority, PASSED, APPROVED, AND ADOPTED BY THE PALM SPRINGS CITY COUNCIL, THIS 1st DAY OF OCTOBER, 2014. I DAVID H. READY CITY MANAGER ATTEST: JAMES THOMPSON CITY CLERK 4 _ 11 i I STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE CITY OF PALM SPRINGS } I, James Thompson, City Clerk of the City of Palm Springs, California, hereby certify that Resolution No. was adopted by the Palm Springs City Council at a regular meeting held on the 15t of October, 2014, and that the same was adopted by the following vote: AYES: NOES: i i ABSENT: ABSTAIN: JAMES THOMPSON CITY CLERK 12 5 EXHIBIT A TO THE RESOLUTION FORM OF RESOLUTION OF INTENTION TO BE ADOPTED BY CSCDA RESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO FINANCE IMPROVEMENTS AND/OR THE PAYMENT OF DEVELOPMENT IMPACT FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN THE PROPOSED ASSESSMENT DISTRICT NO. (COUNTY OF RIVERSIDE, CALIFORNIA), APPROVING A PROPOSED BOUNDARY MAP, MAKING CERTAIN DECLARATIONS, FINDINGS AND DETERMINATIONS CONCERNING RELATED MATTERS, AND AUTHORIZING RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, under the authority of the Municipal Improvement Act of 1913 (the "1913 Act"), being Division 12 (commencing with Sections 10000 and following) of the California Streets and Highways Code, the Commission (the "Commission") of the California Statewide Communities Development Authority (the "Authority") intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees for public capital improvements as described in Exhibit A attached hereto and by this reference incorporated herein (the "Fees") and to finance certain public capital improvements to be constructed by or on behalf of the property owner(s) and to be acquired by the City or another local agency (the "Improvements"), all of which are of benefit to the property within the proposed Assessment District i No. (County of Riverside, California) (the "Assessment District"); and WHEREAS, the Commission.finds that the land specially benefited by the Fees and the Improvements is shown within the boundaries of the map entitled "Proposed Boundaries of Assessment District No. (County of Riverside, California)," a copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated "Assessment District No. (County of Riverside, California)"; NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows: 1. The above recitals are true and correct, and the Commission so finds and determines. 13 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (the "1931 Act'), being Division 4 (commencing with Section 2800) of the California Streets and Highways Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7.5 thereof. 3. The Commission has or will designate a registered, professional engineer as Engineer of Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961(b) and 10204 of the Streets and Highways Code, as supplemented by Section 4 of Article XIIID of the California Constitution. 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the California Streets and Highways Code, the Secretary of the Authority is directed to file a copy of the map in the office of the County Recorder of the County of Riverside within fifteen (15) days of the adoption of this resolution. 5. The Commission determines that the cost of the Fees and Improvements shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the payment of the Fees and the provision of the Improvements. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the payment of the Fees and the provision of the Improvements. 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the California Streets and Highways Code, to provide for an annual assessment upon each of the parcels of land in the proposed assessment district to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto. 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10, Streets and Highways Code), and the last installment of the bonds shall mature not to exceed thirty (30) years from the second day of September next succeeding twelve (12) months from their date. 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1, Division 10, of the Streets and Highways Code of the State of California. 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall A-2 Jl not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds. 10. The amount of any surplus remaining in the improvement fund after payment of the Fees, acquisition of the Improvements and payment of all claims shall be distributed in accordance with the provisions of Section 10427.1 of the Streets and Highways Code. 11. To the extent any Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment. [End of Form of Resolution of Intention] i A-3 15 EXHIBIT B TO THE RESOLUTION FORM OF ACQUISITION AGREEMENT CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ACQUISITION AGREEMENT BY AND BETWEEN CITY OF PALM SPRINGS AND [DEVELOPER] Dated as of 20 B-1 ., 16 ACQUISITION AGREEMENT Recitals A. The parties to this Acquisition Agreement (the "Agreement") are the CITY OF PALM SPRINGS, (the "Local Agency"), and [DEVELOPER], a [here indicate type of legal entity] (the "Developer"). B. The effective date of this Agreement is 20_. C. The Developer has applied for financing of certain public capital improvements (the "Acquisition Improvements") and capital facilities fees though the Statewide Community Infrastructure Program ("SCIP") administered by the California Statewide Communities Development Authority (the "Authority") and such application has been approved by the Local Agency. D. Under SCIP, the Authority intends to issue bonds to fund, among other things, all or a portion of the costs of the Acquisition Improvements, and the portion of the proceeds of such bonds allocable to the cost of the Acquisition Improvements to be constructed and installed by the Developer, together with interest earned thereon prior to such acquisition, is referred to herein as the "Available Amount". E_ SCIP will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A are descriptions of the Acquisition Improvements, which descriptions are subject to modification by written amendment of this Agreement, subject to the approval of the Authority. F. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount, G. Any and all monetary obligations of the Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor. H. In consideration of Recitals A through G, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below. Agreement f7 B-2 ARTICLE I DEFINITIONS; ASSESSMENT DISTRICT FORMATION AND FINANCING PLAN Section 1.01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below: "Acceptable Title" means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer in his sole discretion not to interfere with the intended use and therefore are not required to be cleared from the title. "Acquisition Improvements" shall have the meaning assigned to such term in Recital C and are described in Exhibit A. "Acquisition Price" means the amount paid to the Developer upon acquisition of all of the Acquisition Improvements as provided in Section 2.03. "Actual Cost" means the cost of construction of all of the Acquisition Improvements, as documented by the Developer to the satisfaction of the Local Agency, as certified by the Local Agency Engineer in an Actual Cost Certificate. "Actual Cost Certificate" shall mean a certificate prepared by the Developer detailing the Actual Cost of all of the Acquisition Improvement to be acquired hereunder, as revised by the Local Agency Engineer pursuant to Section 2.03. "Agreement" means this Acquisition Agreement, dated as of 20_ "Assessment District" means the assessment district established by the Authority pursuant to SCIP which includes the Developer's property for which the Acquisition Improvements are being funded. "Authority" means the California Statewide Communities Development Authority. "Available Amount" means the amount of funds deposited in the Developer Acquisition Account by the Authority pursuant to SCIP, together with any interest earnings thereon. "Code" means the Streets and Highways Code of the State of California. "Developer" means [Developer], a [here indicate type of legal entity]. "[Developer] Acquisition Account" means the account by that name established by the Authority pursuant to SCIP for the purpose of paying the Acquisition Price of the Acquisition Improvements. . - 18 B-3 "Local Agency" means the City of Palm Springs. "Local Agency Engineer" means the Director of Public Works of the Local Agency (the "Director') or the designee of the Director, who will be responsible for administering the acquisition of the Acquisition Improvements hereunder. "Project" means the land development program of the Developer pertaining to the Developers property in the Assessment District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within or adjacent to the Assessment District. "SCIP" means the Statewide Community Infrastructure Program of the Authority. "SCIP Requisition" means a requisition for payment of funds from the [Developer] Acquisition Account in substantially the form attached hereto as Exhibit B. "SCIP Trust Agreement" means the Trust Agreement entered into by the Authority and the SCIP Trustee in connection with the financing for the Acquisition Improvements. "SCIP Trustee" means Wells Fargo Bank, National Association, as trustee under the SCIP Trust Agreement. "Title Documents" means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements) necessary or convenient to the operation, maintenance, rehabilitation and improvement by the Local Agency of that Acquisition Improvement (including, if necessary, easements for ingress and egress) and a Bill of Sale or similar instrument evidencing transfer of title to that Acquisition Improvement (other than said real property interests) to the Local Agency, where applicable. Section 1.02. Participation in SCIP . Developer has applied for financing thorough SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Developer Acquisition Account, neither the Developer nor the Local Agency shall have any obligations under this agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements. Section 1.03.Deposit and Use of Available Amount . (a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the [Developer] Acquisition Account. (b) The Authority will cause the SCIP Trustee to establish and maintain the [Developer] Acquisition Account for the purpose of holding all funds for the B-4 . 1 9 Acquisition Improvements. All earnings on amounts in the [Developer] Acquisition Account shall remain in the [Developer] Acquisition Account for use as provided herein and pursuant to SCIP. The amounts in the [Developer] Acquisition Account shall be withdrawn by the Local Agency in accordance with SCIP procedures upon completion of the Acquisition Improvements within 30 days (or as soon thereafter as reasonably practicable) of receipt by the Local Agency of the certification of the Local Agency Engineer required by Section 2.03 of this Agreement, and subject to satisfaction of all other conditions precedent to such acquisition pursuant to Section 2.04 of this Agreement, to pay the Acquisition Price of such completed Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the [Developer] Acquisition Account (less any amount determined by the Local Agency as necessary to reserve for claims against such account) (i) shall be applied to pay the costs of any additional improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority as provided in Section 10427.1 of the Code to pay a portion of the assessments levied on the Project property in the Assessment District. Section 1.04.No Local Agency Liability; Local Agency Discretion; No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SCIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer's or the Local Agency's duty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer's and the Local Agency's rights and obligations under this Agreement. ARTICLE II DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01.Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer. All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements,. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition of Acquisition Improvements. Section 2.02.Letting and Administration of Construction Contracts. State law requires that all Acquisition Improvements shall be constructed as if they were B-s 20 constructed under the direction and supervision of the Local Agency. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with the guidelines of the Local Agency for letting and administering said contracts. The Developer agrees that all such contracts shall call for payment of prevailing wages as required by the Labor Code of the State of California. Section 2.03.Sale of Acquisition Improvements. The Developer agrees to sell to the Local Agency the Acquisition Improvements to be constructed by Developer (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvements, to the extent not already publicly owned) when such Acquisition Improvements are completed to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvements. Exhibit A, attached hereto and Incorporated herein, contains a list of each Acquisition Improvement. At the time of completion of each Acquisition Improvement, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate and executed Title Documents for the transfer of the Acquisition Improvement, where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and the related Acquisition Improvement, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If such further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items, and such determination shall be final and conclusive. In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the [Developer] Acquisition Account and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the [Developer] Acquisition Account equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the [Developer] Acquisition Account shall be applied as provided in Section 1.03. In no event shall the Local Agency be required to pay the Developer more than the amount on deposit in the [Developer] Acquisition Account at the time such payment is requested. Section 2.04,Conditions Precedent to Payment of Acquisition Price. Payment by the Local Agency to the Developer from the [Developer] Acquisition Account of the Acquisition Price for an Acquisition Improvement shall be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2.03, that such Acquisition Improvement is all complete and ready for acceptance by the Local Agency, and shall be further conditioned upon prior satisfaction of the following additional conditions precedent: B-6 21 (a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency as evidence that the property which is subject to the special assessment liens of the Assessment District is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements. (b) The Developer shall be current in the payment of all due and payable property taxes and installments for the special assessments of the Assessment District on property owned by the Developer or under option to the Developer. (c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project. (d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency (or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price. Section 2.05.SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2.04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the SCIP Trustee and the SCIP Trustee shall make payment directly to the Developer of such amount pursuant to the SCIP Trust Agreement_ The Local Agency and the Developer acknowledge and agree that the SCIP Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to such Acquisition Improvements. The SCIP Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation. ARTICLE III MISCELLANEOUS Section 3.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or _ 92 B-7 alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3,01 shall limit in any manner the Local Agency's rights against any of the Developer's architects, engineers, contractors or other consultants. Except as set forth in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority its officers, employees, agents or any consultants or contractors. Section 3.02.Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days' written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements. Section 3.03.Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements. The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement. Section 3.04.General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision. Section 3.05.Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3.01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3,01, there are no third party beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency's or the Developers contractors for the B-a 2 3 Acquisition improvements and any of the Local Agency's, the Authority's or the Developer's agents and employees. Section 3.06.Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer. Section 3.07.Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be mailed to: If to the Local Agency: City Manager City of Palm Springs 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, California 92262 If to the Developer: [Developer] [Address to Come] Either party may change its address by giving notice in writing to the other party. Section 3,08.Severability, If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 3.09.Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. Section 3.10.Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not Constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement. 24 Section 3.11.Singular and Plural: Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. Section 3.12.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 3.13.Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, without the prior written consent of the Local Agency. Section 3.14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] _ 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above. CITY OF PALM SPRINGS By ATTEST: City Manager City Clerk By [DEVELOPER], a [here indicate type of legal entity] By (Signature) (Print Name) B-11 EXHIBIT A TO THE ACQUISITION AGREEMENT DESCRIPTION OF ACQUISITION IMPROVEMENTS AND BUDGETED AMOUNTS ACQUISITION IMPROVEMENTS BUDGETED AMOUNTS 1. $ 2. 3. 4. B-12 EXHIBIT B TO THE ACQUISITION AGREEMENT FORM OF SCIP REQUISITION To: Bond Logistix LLC SCIP Program Administrator 777 S. Figueroa St., Suite 3200 Los Angeles, California 90017 Attention: Daniel Chang Fax: 213-612-2499 Re: Statewide Community Infrastructure Program The undersigned, a duly authorized officer of the CITY OF PALM SPRINGS hereby requests a withdrawal from the [DEVELOPER] ACQUISITION ACCOUNT, as follows: Request Date: [Insert Date of Request] Name of Developer: [Developer] Withdrawal Amount: [Insert Acquisition Price] Acquisition Improvements: [Insert Description of Acquisition Improvement(s) from Ex. A] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows: 1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment. 2. None of the items for which payment is requested have been reimbursed previously from other sources of funds. 3. If the Withdrawal Amount is greater than the funds held in the [Developer] Acquisition Account, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds. 4. To the extent the Withdrawal is being made prior to the date bonds have been issued on behalf of SCIP, this withdrawal form serves as the declaration of official intent of the CITY OF PALM SPRINGS, pursuant to Treasury Regulations 1.150-2, to reimburse with respect expenditures made from the Developer Acquisition Account listed above in the amount listed above. CITY OF PALM SPRINGS By : Title: B-13 _ EXHIBIT C TO THE RESOLUTION CITY OF PALM SPRINGS CONTACTS FOR SCIP PROGRAM Primary Contact Name: Mr. John Raymond Title: Director of Community and Economic Development Mailing Address:P.O. Box 2743, Palm Springs, California 92263-2743 Delivery Address: 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262 E-mail: john.raymond@palmspringsca.gov Telephone: 760-323-8 259 Fax: Secondary Contact Name: Title: Mailing Address: Delivery Address (if different): E-mail: Telephone: Fax: [Add additional contacts as needed] C-l 4?9 I CERTIFICATION OF RESOLUTION I, the undersigned, the duly appointed and qualified City Clerk of the City of Palm Springs, do hereby certify that the foregoing Resolution No. was duly adopted at a regular meeting of the City Council of the City of Palm Springs duly and regularly held at the regular meeting place thereof on the day of 2014, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present. An agenda of said meeting was posted at least 72 hours before said meeting at a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. 1 have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: 12014 f 1 City Clerk City of Palm Springs By: [Seal] i ' 30 CITY OF PALM SPRINGS PUBLIC HEARING NOTIFICATION I Date: October 1, 2014 j Subject: STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM AFFIDAVIT OF PUBLICATION I, Kathie Hart, MMC, Chief Deputy City Clerk, of the City of Palm Springs, California, do hereby certify that a copy of the attached Notice of Public Hearing was published in the Desert Sun on September 25, 2014. I declare under penalty of perjury that the foregoing is true and correct. Kathie Hart, MMC Chief Deputy City Clerk AFFIDAVIT OF POSTING I, Kathie Hart, MMC, Chief Deputy City Clerk, of the City of Palm Springs, California, do hereby certify that a copy of the attached Notice of Public Hearing was posted at City Hall, 3200 E. Tahquitz Canyon Drive, on the exterior legal notice posting board, and in the Office of the City Clerk on September 24, 2014. declare under penalty of perjury that the foregoing is true and correct, Kathie Hart, MMC Chief Deputy City Clerk 31 NOTICE OF PUBLIC HEARING CITY OF PALM SPRINGS PARTICIPATION IN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM NOTICE IS HEREBY GIVEN that the City Council of the City of Palm Springs, California, will hold a public hearing at its meeting of October 1, 2014. The City Council meeting begins at 6:00 p.m., in the Council Chamber at City Hall, 3200 East Tahquitz Canyon Way, Palm Springs. The purpose of this hearing is to consider the proposed participation by the City of Palm Springs (the "City") in the Statewide Community Infrastructure Program of the California Statewide Communities Development Authority. Participation in said program will enable property owners to finance public capital improvements and/or development impact fees for public capital improvements imposed on new development. Said public capital improvements, if financed, will be among the public capital improvements required in connection with a given development project. Said development impact fees, if financed, will be used by the City to pay for public capital improvements which will serve the City, and which will be of a type and nature authorized under the Municipal Improvement Act of 1913 (codified at California Streets and Highways Code Sections 10000 et seq.). Participation in said program does not itself authorize the City to impose additional public capital improvements or new or additional development impact fees on any property owner. All interested persons are invited to attend the public hearing and express opinions on the participation in such program and the financing of public capital improvements and/or development impact fees as described above and will be given an opportunity to do so at the public hearing or may, prior to the time of the hearing, submit written comments to the City Clerk at the address below. Written comments may be made to the City Council by letter (for mail or hand delivery) to: James Thompson, City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 REVIEW OF INFORMATION: The staff report and other supporting documents regarding this are available for public review at the City Hall between the hours of 8:00 a.m. and 6:00 p.m., Monday through Thursday. Please contact the Office of the City Clerk at (760) 323-8204 if you would like to schedule an appointment to review these documents. Si necesita ayuda con esta carta, porfavor Ilame a la Ciudad de Palm Springs y puede hablar con Nadine Fieger telefono 760-322-8364, Ext 8758. J mes Thompson, City Clerk , 32 Attachment 2 3a i i ppLM gA �04 4op v N 4°Orouie°, F0R`'�P CITY COUNCIL STAFF REPORT DATE: DECEMBER 17, 2014 CONSENT CALENDAR SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DETERMINING TO UNDERTAKE PROCEEDINGS TO REQUEST THAT THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY FORM A COMMUNITY FACILITIES DISTRICT WITHIN THE CITY FOR THE SELENE PALM SPRINGS RESORT PROJECT AT THE NORTHEAST CORNER OF AMADO ROAD AND CALLE ALVARADO FROM: David H. Ready, City Manager BY: Community& Economic Development Department SUMMARY This City Council approved Palm Springs' participation in the Statewide Community Infrastructure Program ("SCIP"), which is sponsored by the California Statewide Communities Development Authority ("CSCDA"), by resolution on October 1. The statute requires the City Council hold a public hearing to take public testimony on SCIP and bonds to be issued by CSCDA, and consideration of a resolution making the findings and authorizing City participation in SCIP. This action requests that CSCDA undertake the proceedings to create a Community Facilities District within the City for the development and construction of the Selene Palm Springs Resort and a public parking facility located within the resort. RECOMMENDATION: 1. Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DETERMINING TO UNDERTAKE PROCEEDINGS TO REQUEST THAT THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY FORM A COMMUNITY FACILITIES DISTRICT WITHIN THE CITY FOR THE SELENE PALM SPRINGS RESORT PROJECT "; and 2. AUTHORIZE THE CITY MANAGER TO EXECUTE ALL DOCUMENTS RELATED TO THE ABOVE AGREEMENTS. 134 ITEn. No. Statewide Community Infrastructure Program ("SCIP') December 17,2014 Page 2 Background: This action is related to the development of the Selene Palm Springs Resort, a 205- room luxury resort proposed for the Northeast corner of Calle Alvarado and Amado Road. The City is the owner of the 7.8 +/- acre parcel and has a Purchase and Sale Agreement with the Developer for the Project. The Developer has been working on a financing structure to provide for the construction of several hundred public parking spaces on the site, largely to be financed through the Statewide Community Infrastructure Program ("SCIP"), which is sponsored by the California Statewide Communities Development Authority ("CSCDA"). The parking structure would be partially public and partially private. The private spaces would be designated for residential users and for the hotel, which would mostly require their guests to valet park: The public spaces would have a separate entrance and would self-park. CSCDA is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. The member agencies of CSCDA include approximately 356 cities and 57 counties throughout California, including the City of Palm Springs. SCIP allows owners of property in participating cities and counties to finance the development impact fees that would be payable by property owners upon receiving development entitlements or building permits. The program has since been expanded to include financing of public capital improvements directly. If a property owner chooses to participate, the selected public capital improvements and the development impact fees owed to the City will be financed by the issuance of tax-exempt bonds by CSCDA. CSCDA will impose a special assessment on the owner's property to repay the portion of the bonds issued to finance the fees paid with respect to the property. This City Council approved Palm Springs' participation in by resolution on October 1. The statute requires the City Council hold a public hearing to take public testimony on SCIP and bonds to be issued by CSCDA, and consideration of a resolution making the findings and authorizing City participation in SCIP. Most SCIP Assessment Districts are created pursuant to the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the "1913 Act") or improvement bonds under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the "1915 Act"). However, CSCDA has determined that, due to the extra level of complexity in the project due to its public-private nature, the preferred assessment district structure would be a Community Facility District ("CFO") rather than 1913 Act or 1915 Act bonds. 35 Statewide Community Infrastructure Program ("SCIP") December 17, 2014 Page 3 This action determines to request that CSCDA undertake the proceedings to create a Community Facilities District within the City for the development and construction of the Selene Palm Springs Resort and a public parking facility located within the resort. The actual resolution approving the creation of the CFD by the SCIP Program will return on a future agenda, once the project is designed and the costs are determined and the SCIP application is well underway. FISCAL IMPACT Selected public capital improvements and certain development impact fees owed to the City may be financed by the issuance of tax-exempt bonds by CSCDA thorough this program. This does not create any financial obligation on the part of the City. Conversely, the availability of financing will assist the Developer to construct public parking for the Convention Center at little cost to the City, saving the City millions of dollars in additional expendit res. tomhnr'- a o d, Director of David H. Ready, City M nity conomic Development Attachments: 1. SCIP Resolution 36 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss_ CITY OF PALM SPRINGS ) I, James Thompson, City Clerk of the City of Palm Springs, California, hereby certify that Resolution No_ was adopted by the Palm Springs City Council at a regular meeting held on the 17th of December, 2014, and that the same was adopted by the following vote: AYES: NOES.- ABSENT: ABSTAIN: JAMES THOMPSON CITY CLERK OHSUSA:760221215.1 3 - 3 7 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DETERMINING TO UNDERTAKE PROCEEDINGS TO REQUEST THAT THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY FORM A COMMUNITY FACILITIES DISTRICT WITHIN THE CITY FOR THE SELENE PALM SPRINGS RESORT PROJECT WHEREAS, the City Council of the City of Palm Springs is interested in assisting Selene Palm Springs, LLC in financing certain public infrastructure and parking improvements in connection with the Selene Palm Springs (the "Project") by requesting that the California Statewide Communities Development Authority ("CSCDA") undertake proceedings to form a Community Facilities District ("CFD") for the Project pursuant to the Mello-Roos Community Facilities District Act of 1982 (the "Act") for such purpose; and WHEREAS, Selene International, LLC (the "Developer") has requested that the City work with CSCDA to prepare the necessary paperwork to commence such proceedings and bring this request back to the City Council at the earliest opportunity to commence said proceedings; NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND RESOLVES, as follows: Section 1. The foregoing recitals are true and correct and this City Council hereby so finds and determines. Section 2. The City Council hereby determines that it will consider a request to CSCDA to form to a CFD pursuant to the Act for the Project. Section 3. The City Council hereby authorizes and directs the City Manager and City staff to work with CSCDA, its staff, counsel and consultants, to formulate a financing plan that is most beneficial to the Developer and to the City, and to proceed with the legal proceedings necessary to request CSCDA to finance the Project. It is intended by the City Council that if and to the extent a financing is completed for any portion of the Project, improvements constructed by the Developer in the financing district which are either currently under construction or are constructed after the date of this resolution and which are included within the eligible improvements to be financed as determined by this Council may be acquired by the City with the proceeds of any bonds issued as provided in the Act. Nothing in this Resolution shall be construed to require the City or CSCDA to reimburse any person for costs incurred in connection with the Project other than from the proceeds of bonds when, as and if issued for the Project. 38 OfiSGSA:760221215.1 Section 4. The City Manager is directed to bring the matter back to this Council for consideration as required by law at the earliest opportunity. Section 5. This Resolution shall take effect immediately upon its passage_ PASSED, APPROVED, AND ADOPTED BY THE PALM SPRINGS CITY COUNCIL, THIS 17th DAY OF DECEMBER, 2014. DAVID H. READY CITY MANAGER ATTEST: JAMES THOMPSON CITY CLERK " 39 OHSUSA:760221215.1 2 Attachment 3 _ ao RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DECLARING ITS OFFICIAL INTENT TO REIMBURSE PROJECT EXPENDITURES WITH BOND PROCEEDS AND RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority (the "Authority") intends to issue and sell special tax, special assessment or other bonds (the "Bonds") to finance certain capital costs and development fees associated with the Dream Hotel project (the "Project'), including the Parking Fee (`Parking Fee") due pursuant to that certain Services Agreement (the "Agreement') between the City of Palm Springs (the "City"), Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer"), dated as of March 6, 2013, as amended; WHEREAS, beginning the 60-day period prior to the date hereof, the City has paid or incurred, or expects to pay or incur, costs with respect to the parking improvements to be funded with the Parking Fee prior to the issuance of the Bonds, where such costs have been paid from amounts received as a portion of the Parking Fees paid by the Developer; WHEREAS, in order to reimburse for the payment, or pay unpaid costs, of the Parking Fee, the City anticipates the Authority will issue debt obligations in an amount not expected to exceed $7,000,000 for the purpose of financing the Parking Fee and other capital costs and development fees; WHEREAS, proceeds of such debt obligations (including the Bonds) will be allocated to reimbursement expenditures no later than 18 months after the later of (i) the date the cost is paid, or (ii) the date the parking improvements constructed with the Parking Fee are placed in service or abandoned (but in no event more than three years after the cost is paid); WHEREAS, the City is the applicable authorized entity to declare its reasonable official intent to reimburse prior expenditures for the Parking Fee with proceeds of indebtedness; WHEREAS, Section 1.150-2 of the Treasury Regulations requires the City to declare its reasonable official intent to reimburse prior expenditures for the Parking Fee with proceeds of indebtedness; and WHEREAS, the City wishes to declare its official intent to use proceeds of indebtedness (such as the Bonds) to reimburse expenditures paid with the Parking Fee before any obligations are issued and to finance the Parking Fee on a long-term basis with the proceeds of such indebtedness and thereby reimburse the Developer for payment of the Parking Fee. 41 4141-1769-2179.1 40929-317 NOW, THEREFORE, THE CITY COUNCIL DETERMINES, RESOLVES AND APPROVES AS FOLLOWS: SECTION 1. All of the recitals herein contained are true and correct and the City Council (the "Council') so finds. SECTION 2. This Resolution is adopted by the Council solely for purposes of establishing compliance with the requirements of Section 1.150-2 of the Treasury Regulations. Unless otherwise defined, terms used herein shall have the meaning set forth in the Internal Revenue Code of 1986 and in Section 1.150-2 of the Treasury Regulations. This Resolution does not bind the City to make any expenditure, incur any indebtedness, or proceed with the Project. SECTION 3. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the actions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. SECTION 4. All actions heretofore taken by the officers, employees and agents of the City with respect to the actions set forth above are hereby approved, confirmed and ratified. SECTION 5. This Resolution shall take effect immediately upon its adoption. ADOPTED this _th day of , 2018. DAVID H. READY, CITY MANAGER ATTEST: ANTHONY MEJIA, CITY CLERK 2 42 4141-1769-2179J 40929-317 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, ANTHONY MEJIA, City Clerk of the City of Palm Springs, hereby certify that Resolution No. is a full, true and correct copy as was duly adopted at a regular meeting of the City Council of the City of Palm Springs on May 2, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ANTHONY MEJIA, CITY CLERK City of Palm Springs, California 4141-1769-2179.1 43 40929-317 O�ppLMSA� � o v u+ cgt�Fo`RN�P City Council Staff Report DATE: May 2, 2018 CONSENT CALENDAR SUBJECT: APPROVAL OF A RESOLUTION AUTHORIZING REIMBURSEMENT OF CERTAIN PUBLIC EXPENDITURES ASSOCIATED WITH THE DREAM HOTEL THROUGH PUBLIC FINANCING VIA CSCDA BOND PROCEEDS FROM: David H. Ready, City Manager BY: Marcus L. Fuller, Assistant City Manager SUMMARY The City entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment of a Parking Fee to the City at dates and times specified by the City. The Developer intended for such payments to the City to be paid from future tax-exempt bond proceeds from bonds issued by the California Statewide Community Development Authority (CSCDA). The City requires that a portion of the Parking Fee by paid in May 2018, prior to issuance of the bonds, and a resolution stating the intent that the Parking Fee be reimbursed from bond proceeds is required. RECOMMENDATION: Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DECLARING ITS OFFICIAL INTENT TO REIMBURSE PROJECT EXPENDITURES WITH BOND PROCEEDS AND RELATED ACTIONS." BUSINESS PRINCIPAL DISCLOSURE: The reimbursement resolution will facilitate reimbursement to Selene Palm Springs, LLC, a California limited liability company of the Parking Fee paid to the City through public financing to be approved by the City Council at a later date. A search of records available through the Secretary of State of California shows that as of April 30, 2017, Selene Palm Springs, LLC, is a company managed by Calsprings Properties, LLC, a California limited liability company, with CDI Ventures, LLC, a California limited liability L �w► 1. � � � S�A� ,Qe/� �, �pALMs O Ali y V N ' C ``Poowa,to,e P. gOFOSt�� City Council Staff Report DATE: May 2, 2018 CONSENT CALENDAR SUBJECT: APPROVAL OF A RESOLUTION AUTHORIZING REIMBURSEMENT OF CERTAIN PUBLIC EXPENDITURES ASSOCIATED WITH THE DREAM HOTEL THROUGH PUBLIC FINANCING VIA CSCDA BOND PROCEEDS FROM: David H. Ready, City Manager BY: Marcus L. Fuller, Assistant City Manager SUMMARY The City entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment of a Parking Fee to the City at dates and times specified by the City. The Developer intended for such payments to the City to be paid from future tax-exempt bond proceeds from bonds issued by the California Statewide Community Development Authority (CSCDA). The City requires that a portion of the Parking Fee by paid in May 2018, prior to issuance of the bonds, and a resolution stating the intent that the Parking Fee be reimbursed from bond proceeds is required. RECOMMENDATION: Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DECLARING ITS OFFICIAL INTENT TO REIMBURSE PROJECT EXPENDITURES WITH BOND PROCEEDS AND RELATED ACTIONS." BUSINESS PRINCIPAL DISCLOSURE: The reimbursement resolution will facilitate reimbursement to Selene Palm Springs, LLC a California limited liability company of the Parking Fee paid to the City through public financing to be approved by the City Council at a later date. A search of records available through the Secretary of State of California shows that as of April 30, 2017, Selene Palm Springs, LLC, is a company managed by Calsprings Properties, LLC, a California limited liability company, with CDI Ventures, LLC, a California limited liability City Council Staff Report May 2, 2018 - Page 2 SCIP Funding— Dream Hotel Reimbursement Resolution company, Qaiser Capital, LLC, a California limited liability company, Calsprings Properties, LLC, a California limited liability company. The principle managing members are Lauri Kibby and Abdul Lalani. CDI Ventures, LLC, is 100% owned by Lauri KibbV: Qaiser Capital, LLC, is 100% owned by Abdul Lalani; and Calsprings Properties, LLC, is 100% personally owned by Santii Chatwall. BACKGROUND: On October 1, 2014, the City Council adopted Resolution No. 23671 authorizing the City to join the Statewide Community Infrastructure Program ("SCIP"), and to accept applications from property owners, conduct special assessment proceedings, and levy assessments within the City. The SCIP is coordinated by the California Statewide Communities Development Authority ("CSCDA"), a joint powers authority sponsored by the League of California cities and the California State Association of Counties. The SCIP was instituted by CSCDA in 2002 to allow private property owners in participating cities and counties to finance the construction of public improvements or payment of development impact fees as a special assessment to be levied on the property tax roll. A private property owner developing a project in a participating agency has the ability to request approval from that agency to pay for public improvements and development impact fees through the SCIP, which is financed by the issuance of tax- exempt bonds by the CSCDA. Subsequently, in those cases, CSCDA will impose a special assessment on the property owner's tax bill to repay the portion of the bonds issued to finance the cost of the public improvements and/or development impact fees. In its action from 2014, the City Council authorized the City to be a participating agency in the SCIP through CSCDA. The SCIP is an alternative public financing tool to a Special District formed and approved by the City Council for a specific property. The advantage of the SCIP is that the City avoids all of the administration responsibility in establishing a Special District, and avoids the liability for the tax-exempt bonds used to finance the public improvements or development impact fees through that Special District. CSCDA assumes all responsibility and liability for the tax-exempt bonds and annual debt payments levied on the tax roll. A copy of the October 1, 2014, staff report and Resolution No. 23671 is included as Attachment 1. The City Council's action at that time was to facilitate the planned public financing related to the Dream Hotel project. Subsequently, on December 17, 2014, the City Council adopted a Resolution authorizing the formation of a Community Facilities District ("CFD") through the CSCDA specific to the Dream Hotel project. A copy of the December 17, 2014, staff report is included as Attachment 2. City Council Staff Report May 2, 2018- Page 2 SCIP Funding — Dream Hotel Reimbursement Resolution company, Qaiser Capital, LLC, a California limited liability company, Calsprings Properties, LLC, a California limited liability company. The principle managing members are Lauri Kibby and Abdul Lalani. CDI Ventures, LLC, is 100% owned by Lauri Kibby; Qaiser Capital, LLC, is 100% owned by Abdul Lalani; and Calsprings Properties, LLC, is 100% personally owned by Santji Chatwall. BACKGROUND: On October 1, 2014, the City Council adopted Resolution No. 23671 authorizing the City to join the Statewide Community Infrastructure Program ("SCIP"), and to accept applications from property owners, conduct special assessment proceedings, and levy assessments within the City. The SCIP is coordinated by the California Statewide Communities Development Authority ("CSCDA"), a joint powers authority sponsored by the League of California cities and the California State Association of Counties. The SCIP was instituted by CSCDA in 2002 to allow private property owners in participating cities and counties to finance the construction of public improvements or payment of development impact fees as a special assessment to be levied on the property tax roll. A private property owner developing a project in a participating agency has the ability to request approval from that agency to pay for public improvements and development impact fees through the SCIP, which is financed by the issuance of tax- exempt bonds by the CSCDA. Subsequently, in those cases, CSCDA will impose a special assessment on the property owner's tax bill to repay the portion of the bonds issued to finance the cost of the public improvements and/or development impact fees. In its action from 2014, the City Council authorized the City to be a participating agency in the SCIP through CSCDA. The SCIP is an alternative public financing tool to a Special District formed and approved by the City Council for a specific property. The advantage of the SCIP is that the City avoids all of the administration responsibility in establishing a Special District, and avoids the liability for the tax-exempt bonds used to finance the public improvements or development impact fees through that Special District. CSCDA assumes all responsibility and liability for the tax-exempt bonds and annual debt payments levied on the tax roll. A copy of the October 1, 2014, staff report and Resolution No. 23671 is included as Attachment 1. The City Council's action at that time was to facilitate the planned public financing related to the Dream Hotel project. Subsequently, on December 17, 2014, the City Council adopted a Resolution authorizing the formation of a Community Facilities District ("CFD") through the CSCDA specific to the Dream Hotel project. A copy of the December 17, 2014, staff report is included as Attachment 2. City Council Staff Report May 2, 2018 - Page 3 SCIP Funding— Dream Hotel Reimbursement Resolution Additionally, the City previously entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment to the City of $2,675,000 as a "Parking Fee" to replace public parking on the site at dates and times specified by the City. The Developer is anticipating financing the Parking Fee and certain other development costs for the Dream Hotel project through the issuance of tax-exempt bonds for the CFD by the CSCDA. STAFF ANALYSIS: The Developer intends to pursue public financing of certain public improvements and developer impact fees associated with the Dream Hotel project, including the Parking Fee, in the amount of approximately $4.8 million of which $2.675 million is the Parking Fee. The City has already requested an initial payment of $500,000 of the Parking Fee at this time to pay for expansion of the parking lot improvements adjacent to the Convention Center. However, the CSCDA bonds are not expected to be issued for some time, and not before this $500,000 payment is due to be paid to the City. In order that the Developer can be reimbursed for the payment due at this time through the CFD, the City is required to declare the intent for this payment to be reimbursed when the CSCDA bonds are issued. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project' as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project' means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to consider adopting a resolution to authorize reimbursement of funds through public financing, and is exempt from CEQA pursuant to Section 15378(b), in that a "Project' does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: None. The City will receive the partial payment of the Parking Fee and the Developer may be reimbursed at a future date through the issuance of CSCDA bonds. SUBMITTED City Council Staff Report May 2, 2018 - Page 4 SCIP Funding— Dream Hotel Reimbursement Resolution Marcus L. Fuller, MPA, P.E., P.L.S. David H. Ready, Esq., Ph.D. Assistant City Manager/City Engineer City Manager Attachments: 1. October 1, 2014, staff report 2. December 17, 2014, staff report 3. Resolution City Council Staff Report May 2, 2018- Page 3 SCIP Funding —Dream Hotel Reimbursement Resolution Additionally, the City previously entered into an agreement with Selene Palm Springs, LLC and CDI Ventures, LLC (the "Developer") that requires payment to the City of $2,675,000 as a "Parking Fee" to replace public parking on the site at dates and times specified by the City. The Developer is anticipating financing the Parking Fee and certain other development costs for the Dream Hotel project through the issuance of tax-exempt bonds for the CFD by the CSCDA. STAFF ANALYSIS: The Developer intends to pursue public financing of certain public improvements and developer impact fees associated with the Dream Hotel project, including the Parking Fee, in the amount of approximately $4.8 million of which $2.675 million is the Parking Fee. The City has already requested an initial payment of $500,000 of the Parking Fee at this time to pay for expansion of the parking lot improvements adjacent to the Convention Center. However, the CSCDA bonds are not expected to be issued for some time, and not before this $500,000 payment is due to be paid to the City. In order that the Developer can be reimbursed for the payment due at this time through the CFD, the City is required to declare the intent for this payment to be reimbursed when the CSCDA bonds are issued. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project' as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project' means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to consider adopting a resolution to authorize reimbursement of funds through public financing, and is exempt from CEQA pursuant to Section 15378(b), in that a "Project' does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: None. The City will receive the partial payment of the Parking Fee and the Developer may be reimbursed at a future date through the issuance of CSCDA bonds. SUBMITTED City Council Staff Report May 2, 2018 - Page 4 SCIP Funding— Dream Hotel Reimbursement Resolution Marcus L. Fuller, MPA, P.E., P.L.S. David H. Ready, Esq., Ph.D. Assistant City Manager/City Engineer City Manager Attachments: 1. October 1, 2014, staff report 2. December 17, 2014, staff report 3. Resolution