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Home My WebLink AboutA6501 - SUCCESSOR AGENCY TO THE CRA OF THE CITY - LOAN AGR TO FUND ADVISORY SVCS FOR PLAZA THEATER LOAN AGREEMENT , 201 Palm Springs, California THIS LOAN AGREEMENT (herein referred to as the "Loan Agreement"), made and entered into this A-10 day of », 201 95(the "Effective Date") by and between the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Successor Agency"), and THE CITY OF PALM SPRINGS, a municipal corporation and Charter City ("City"). RECITALS WHEREAS, under the Redevelopment Dissolution Act (AB 1X 26), the term "successor agency" was defined to refer to the Dissolved RDA's Sponsoring Community (the city, county or city and county that formed the Dissolved RDA), unless that Sponsoring Community adopted a resolution electing not to serve in that capacity; and WHEREAS, AB 1484 redefines "successor agency" to mean the successor entity to the Dissolved RDA pursuant to Health and Safety Code Section 34173 and that "a successor agency is a separate legal entity from the public agency that provides for its governance;" and WHEREAS, the City of Palm Springs is the successor entity to the Community of the Community Redevelopment Agency of the City of Palm Springs; and WHEREAS, as a separate legal entity, the Successor Agency is not merged with the City, the public agency that provides forthe Successor Agency's governance(Section 34173(g)); and WHEREAS, the City is not the financial "backstop" or guarantor of obligations of separate government entities, regardless of its status as a Successor Agency; and WHEREAS, Health & Safety Code Section 34171(d)(1)(F) recognizes as an "Enforceable Obligation" of the Agency contracts or agreements necessary for the administration or operation of the Successor Agency, including, but not limited to, agreements concerning litigation expenses related to assets or obligations, settlements and judgments, and the costs of maintaining assets prior to disposition; and WHEREAS, Health and Safety Code Section 34173(h) provides that the City may loan or grant funds to the Successor Agency for administrative costs, enforceable obligations or project-related expenses and that receipt and use of these funds shall be reflected on the ROPS or in the administrative budget subject to Oversight Board approval; and WHEREAS, Health and Safety Code Section 34177.3(b) authorizes the Successor Agency to create "Enforceable Obligations"to conduct the work of winding down the Dissolved RDA; and WHEREAS, Health and Safety Code Section 34178(a) authorizes the Successor Agency to enter into agreements with the City upon obtaining approval of the Oversight Board; and WHEREAS, the City undertook the process of hiring an architect on behalf of the Successor Agency to assess the physical condition of the Plaza Theater and then to make recommendations on what needs to be done there, including without limitation the major building systems and accessibility and WHEREAS, in October, 2013 the City entered into a Contractual Services Agreement with Interactive Design Corporation, Inc., in the amount of$24,350 for the purpose of providing advisory services to the Successor Agency property (the Plaza Theater); and WHEREAS, in order to establish and declare the terms and conditions upon which the Loan is to be made and secured, the Successor Agency and the City wish to enter in thi s s Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Successor Agency and the City, the valid, binding and legal obligations of the Successor Agency and the City, and to constitute this Loan Agreement a valid and binding Agreement forthe uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in al respects duly authorized. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I. THE LOAN; ESTABLISHMENT OF FUNDS Section 1.01 Authorization. The City hereby agrees to loan to the Successor Agency, the amounts specified in Section 1.02, the principal amount of Twenty Four Thousand Three Hundred and Fifty Dollars ($24,350) all under and subject to the terms of this Loan Agreement(the "Loan")for the purpose of funding a contract for advisory services to the Successor Agency property(the Plaza Theater). This Loan Agreement constitutes a continuing agreement with the Successor Agency to secure the full and final payment of the Loan, subject to the covenants, agreements, provisions and conditions herein contained. Section 1.02 Terms of the Loan. The Loan shall be deemed an Enforceable Obligation of the Successor Agency and shall be paid in one installment placed on a future Recognized Obligation Payment Schedule (ROPS)for the period of July 1, 2014 through December 31, 2014 or each following period until paid. The City would be paid in whole or in part from available cash flow of the Redevelopment Property Tax Trust Fund ("RPTTF") after payment of debt service on the Successor Agency's bonded debt, up to the amount of available RPTTF in such period, subject to prior claims of other enforceable obligations. Interest shall be calculated at the Local Area Investment Fund ("LAIF") rate. Interest on the installment of the Principal of a Loan will be calculated on the basis of a 360-day year of twelve 30-day months. Any portion of the installment of principal and interest which is not paid when due will continue to accrue interest from and including the Interest Payment Date with respect to which principal or interest is payable to but not including the date of actual payment. Any principal balance due may be repaid in full or in part without penalty in the event and to the extent that the SuccessorAgency receives sooner repayment of its loan in full or in part to the senior housing developer. Loan Payments shall be payable by the Successor Agency to the City in immediately available funds which constitute lawful money of the United States of America. The purpose of the Loan is to provide cashflow to the Successor Agency to meet its enforceable obligations; therefore, repayment of the Loan is not subject to the provisions of Health and Safety Code Section 34191.4. Acceleration of Obligation. Upon the failure to make payment due under this Agreement as and when the same becomes due and payable(whether by extension, acceleration or otherwise), or any breach of any other promise or obligation in this Agreement or in any other instrument now or hereafter securing the indebtedness evidenced hereby, then, and in any of such events, City may, at its option, declare this Agreement and the entire indebtedness hereby evidenced, including,without limitation, all accrued interest, to be immediately due and payable and collectible then or thereafter as City may elect, regardless of the date of maturity, and notice of the exercise of said option is hereby expressly waived by Successor Agency. ARTICLE IL OTHER PROVISIONS Severability. The unenforceability or invalidity of any provision or provisions of this Agreement as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. Modifications. Neither this Agreement nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Successor Agency and City. No delay or omission on the part of City in exercising any right hereunder shall operate as a waiverof such right or of any other right under this Agreement. No Waiver by City. No waiver of any breach, default or failure of condition under the terms of this Agreement or the obligation secured thereby shall be implied from any failure of the City to take, or any delay be implied from any failure by the City in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure. Governing Law. This Agreement has been executed and delivered by Successor Agency in the State of California and is to be governed and construed in accordance with the laws thereof. Oversight Board Approval and Department of Finance Review. All actions taken by the Successor Agency are subject to review and approval by the Oversight Board of the Successor Agency, constituted under Health and Safety Code Section 34179, and all Oversight Board actions are subject to review and approval of the DOF. No action taken by the Successor Agency is deemed effective until five days after the approval by the Oversight Board, and is still subject to review by the DOF. SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, Successor Agency has executed this Agreement as of the date and year first above written. "Successor Agency" SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body By v Executi ctor ATTEST: APPROVED ssistant Se retary 1�•b• l$ (�4h 0 A�{v1 APP Succes or Agency Counse "City" THE CITY OF PALM SPRINGS, a California Charter City By: City Manag ATTEST: APPROVED BY C17y MANAGER ty Clerk �Vj 4AP D S T F RM: ity ney