Loading...
HomeMy WebLinkAboutA6608 - CA STATEWIDE COMMUNITIES DEV AUTHORITY - TO ACCEPT APPLS AND RELATED ACTIONS CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ACQUISITION AGREEMENT By and Between THE CITY OF PALM SPRINGS and PALM GROVE GROUP LLC Dated as of September 1, 2015 OHSUSA:762961422.3 ACQUISITION AGREEMENT Recitals A. The parties to this Acquisition Agreement (the "Agreement') are the City of Palm Springs, a municipal corporation in Riverside County, California (the "Local Agency"), and Palm Grove Group LLC, a California limited liability company (the "Developer"). B. The effective date of this Agreement is September 30, 2015. 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. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time. The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein. E. 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'. F. 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. G. 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. H. 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. 1. In consideration of Recitals A through H, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below. OHSUSA:762961422.3 AGREEMENT 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 September 1, 2015. "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 Palm Grove Group 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 Palm Grove Group LLC, a California limited liability company. "Local Agency" means the City of Palm Springs, in Riverside County, California. OHSUSA:762961422.3 2 "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. "Palm Grove Group 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. "Project" means the land development program of the Developer pertaining to the Developer's 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 Palm Grove Group 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 through 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 Palm Grove Group 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 the 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 Palm Grove Group Acquisition Account. (b) The Authority will cause the SCIP Trustee to establish and maintain the Palm Grove Group Acquisition Account for the purpose of holding all funds for the Acquisition OHSUSA:762961422.3 3 Improvements. All earnings on amounts in the Palm Grove Group Acquisition Account shall remain in the Palm Grove Group Acquisition Account for use as provided herein and pursuant to SCIP. The amounts in the Palm Grove Group 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 11 hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Palm Grove Group 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, and thereafter (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 Il 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. [Reserved]. 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 OHSUSA:762961422.3 4 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. Within thirty (30) days after receipt of an Actual Cost Certificate, the Local Agency Engineer shall determine whether the Acquisition Improvement has been completed and is ready for acceptance. If the Local Agency Engineer determines that the Acquisition Improvement has been completed and is ready for acceptance, subject to the satisfaction of the additional conditions set forth in Section 2.04, below, the City shall cause a SCIP Requisition for the Acquisition Price to be submitted to the Program Administrator in accordance with Section 2.05, below, and shall accept the Acquisition Improvement. If the Local Agency Engineer determines that the Acquisition Improvement has not been completed, the Local Agency Engineer shall promptly notify the Developer as to any deficiency and the Developer shall correct such deficiency. The Local Agency Engineer shall promptly make determinations when requested, and shall not unreasonably withhold the determination that an item is finally complete. 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 Palm Grove Group 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 Palm Grove Group Acquisition Account equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the Palm Grove Group 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 Palm Grove Group 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 Palm Grove Group 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: OHSUSA:762961422.3 5 (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) All due and payable property taxes, and installments of special assessments shall be current on property owned by the Developer or under option to the Developer that is subject to the special assessment liens of the Assessment District. (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 Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions 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 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 OHSOSA:762961422.3 6 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 Developer's contractors for the 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 OHSUSA:762961422.3 7 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 A ency: City of Palm Springs Community and Economic Development Department 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 If to the Developer: Palm Grove Group LLC 417 S. Hill Street, Suite 911 Los Angeles, CA 90013 Either party may change its address by giving notice in writing to the other party. Section 3.08. Severabilitv. 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. 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 OHSUSA:762961422.3 8 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. OHSUSA:762961422.3 9 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above. CITY OF PALM SPRINGS l city ATTEST: ���tititi 1ji City Clerk APPROVED By CITY COUNCIL /1PpR AS FORM 6�D OHSUSA:762961422 S-I PALM GROVE GROUP LLC, a California limited liability company By (Signature) Authorized Officer(print name) [Signature Page—Acquisition Agreement] OHSUSA:762961422 S-Z Exhibit A to Acquisition Agreement DESCRIPTION OF ACQUISITION IMPROVEMENTS AND BUDGETED AMOUNTS ACQUISITION IMPROVEMENTS The following capital improvements located within the Arrive Hotel project located in the City of Palm Springs, County of Riverside, California will be funded, or partially funded, by proceeds from this bond issuance. Street / Roadway Improvements — Funding for capital improvements including, but not limited to, local streets with related grading; concrete curb, gutter and sidewalk; aggregate base; asphaltic concrete paving; and street lighting improvements. BUDGETED AMOUNT: Total Amount Street Improvements $139,583.00 OHSUSA:762961422.3 A-1 Exhibit B to Acquisition Agreement FORM OF SCIP REQUISITION To: BLX Group LLC SCIP Program Administrator 777 S. Figueroa St., Suite 3200 Los Angeles, California 90017 Attention: Vo Nguyen 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 PALM GROVE GROUP ACQUISITION ACCOUNT, as follows: Request Date: [Insert Date of Request] Name of Developer: Palm Grove Group LLC 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 Palm Grove Group 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 SLIP, 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. By (Signature) (Print Name) (Title) OHSUSA:762961422.3 B-1 OHSUSA:762961422.3 B-2 LOCAL AGENCY CLOSING CERTIFICATE (Assessment District 15-01, City of Palm Springs, County of Riverside) California Statewide Communities Development Authority Statewide Community Infrastructure Program Revenue Bonds Series 2015A September 30, 2015 This Local Agency Closing Certificate is executed and delivered by the undersigned on behalf of the City of Palm Springs (the "Local Agency") with respect to the financing pursuant to the Statewide Community Infrastructure Program ("SCIP") of certain capital improvements required and certain development impact fees levied by the Local Agency for a certain development project (the "Project") located on real property within the planning jurisdiction of the Local Agency (the "Assessed Parcel"), all as described in Schedule I. The undersigned is an authorized representative of the Local Agency, and is acting for and on behalf of the Local Agency in executing this Certificate. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the certifications and expectations as set forth herein, and said certifications and expectations are reasonable. In connection with the issuance of the above referenced bonds (the "Bonds"), the Local Agency hereby represents, warrants and certifies as follows: 1. With respect to the Assessed Parcel and the Project to be constructed thereon, each of the following is true to the best knowledge of the undersigned without undertaking any investigation or inquiry: a. The Project has been approved by the Local Agency and has received all discretionary development permits and approvals (including, as applicable, general and specific plans, zoning, tentative or final subdivision maps, development agreements, use permits, and other discretionary permits, but not including design review and approval related to architectural features, landscaping or similar items) required to be issued by the Local Agency. b. There is no legal impediment or limitation which would prevent the Project from going forward as approved in a timely fashion. C. The provisions of the California Environmental Quality Act have been complied with in connection with the approvals described in subparagraph (a) above. d. There is no litigation pending or to the knowledge of the Local Agency threatened which challenges the development of the Project or the Local Agency's participation in SCIP nor is there any basis therefor. OHS USA:763260311 e. The owners of the Assessed Parcel are not delinquent in the payment of any tax, assessment, fee or charge levied by the Local Agency on or as a result of the ownership or development of the Assessed Parcels. f. Item ENG 48 in the Conditions of Approval, dated November 7, 2012, regarding the undergrounding of utilities has been satisfied. 2. The resolution of the Local Agency by which it joined SCIP was duly adopted by the governing body of the Local Agency, has not been amended, modified, repealed or rescinded and is in full force and effect as of the date hereof. 3. The Local Agency is a member in good standing of the California Statewide Communities Development Authority. 4. The Tax Certifications attached hereto as Exhibit A are true and correct. 2 OHS USA:763260311 IN WITNESS WHEREOF, the undersigned has executed this Local Agency Closing Certificate as of the date first above written. CITY OF PALM SPRINGS ATTEST: ` CiTy Ma ity Clerk APPROVED BY CITY COUNCIL NL A611 �ct-I L AWt APPR VIED AS TO FORM CRY ATTORNEY oA 9 ?wig OHSUSA.763260311 Schedule I Name of Local Agency: City of Palm Springs SCIP Program Series: Series 2015A County Location: Riverside Property Owner Assessed Parcel Assessment Name(s) (APN) Liens Imposed Palm Grove Group LLC 505-165-013 $690,000.00 Schedule 1-1 OHSUSA:763260311 Exhibit A LOCAL AGENCY TAX CERTIFICATION The Local Agency hereby makes the following representations of facts and expectations and covenants to comply with the requirements of this Tax Certification in connection with its participation in the Statewide Community Infrastructure Program (the "Program") Revenue Bonds, Series 2015A, in an aggregate amount not to exceed $690,000.00 (the "Participation"). The representations and covenants contained in this Tax Certification are in furtherance of the requirements of the Program and are designed to support the conclusion that the interest paid on the bonds issued to fund the Program and the Participation (the "Bonds") is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code"). 1.1 Use of Facilities. The proceeds of the Participation (the "Proceeds") will be used (1) to pay certain development impact fees consisting of the central drainage fee, sewer connection fee, and sewer main fee (collectively, the "Eligible Fees"), (2) to finance the construction or acquisition of certain public improvements consisting of street improvements (the "Street Improvements") and (3) to finance certain other improvements, including (i) utilities undergrounding and (ii) domestic water service improvements. As described in the SCIP Reference Manual and in Section 1.3, below, proceeds of the Participation used to pay the Eligible Fees will be held in the Fee Accounts and used by the Local Agency to finance other public improvements (together with the Street Improvements, the "Facilities"). The Local Agency will own, and for the entire useful life of the Facilities reasonably expects to own, all of the Facilities. To the extent any of the Facilities are sold to an entity that is not a state or local government agency, the procedures outlined in the SCIP Reference Manual will be followed. The Local Agency will not allow any of the Proceeds or any of the Facilities to be used (for example, by lease or other contract) in the trade or business of any nongovernmental persons (other than in their roles as members of the general public) and will not loan any of the Proceeds. All of the Facilities will be used in the performance of essential governmental functions of the Local Agency or another state or local government agency. The average expected useful life of the Facilities is at least 20 years. 1.2 Timingof f Expenditures. The Local Agency reasonably expects that all of the Proceeds will be spent for the governmental purpose of the Participation within three years. In addition, the Local Agency reasonably expects that at least 5% of the Proceeds will be spent, or that the Local Agency will incur a binding obligation to a third party involving an expenditure of such amount, within six months. The Local Agency reasonably expects that construction or acquisition of the Facilities will proceed with due diligence to completion and that the allocation of proceeds to expenditures for the Facilities will proceed with due diligence. None of the Proceeds will be used to pay principal of or interest on any obligations. 1.3 Expenditure of Proceeds. Proceeds and other deposits under the Program are not treated as spent on the Facilities until the Local Agency makes a transfer to a person unrelated to the Local Agency and such transfer represents a payment for the Facilities. A payment for the Facilities will occur if Proceeds or other deposits under the Program are A-1 OHSUSA:763260311 transferred from the Fee Accounts either (a) to the Local Agency and actually used to make a payment to a person unrelated to the Local Agency no later than three days after the transfer or (b) directly to a third party at the direction of the Local Agency to pay the cost of the Facilities. To the extent Proceeds or other deposits under the Program are transferred to the Local Agency to reimburse the Local Agency for costs of Facilities paid before the date of the transfer, such costs were originally paid no earlier than 55 days before the date of such transfer. A-2 OHSUSA:763260311