HomeMy WebLinkAbout5/21/2008 - STAFF REPORTS - RA.2. PA�MSA
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c�<lFORa,P COMMUNITY REDEVELOPMENT
AGENCY STAFF REPORT
DATE: May 21, 2008 Consent Calendar
SUBJECT: APPROVING TWO SUPPLEMENTAL INDENTURES RELATED TO THE
ALLOCATION OF INTEREST INCOME IN THE CRA 2007 SERIES A, B
AND C
FROM: David H. Ready, City Manager
BY: Department of Finance and Treasury
SUMMARY
The Agency issued Series A,B,C bonds in the respective amounts of$12,770,000,
$1,910,000 and $6,495,000 in August, 2007. The distribution of the interest earned on
the unspent balances in the three issues is determined by the language in the
Indentures of Trust for the Series A & B (Merged Project Area #1) and Series C
(Merged Project Area #2). The original Indentures set up separate accounts for the
interest earned. The Agency intended that all the interest be accumulated in one
account. The resolution will give direction to the bond issues" Trustee.
RECOMMENDATION:
Approve Resolution No. "A Resolution of the Community Redevelopment
Agency of the City of Palm Springs approving and authorizing and directing execution of
two supplemental indentures relating its Merged Project No. 1 Tax Allocation Bonds,
2007 Series A, its Merged Project No. 1 Taxable Tax Allocation Bonds, 2007 Series B,
and its Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C, and
providing other matters properly relating thereto."
FISCAL IMPACT:
There are no fiscal impacts to either the City or the Agency. This is essentially a
housekeeping item.
Item No. RA2 •
Community Redevelopment Agency Staff Report
May 21, 2008 -- Page 2
Approving Two Supplemental Indentures related to the allocation of interest income in the CRA 2007
Series A,B, C Geoffrey S.Xiehl, Director of Finance & Thomas M. Kanarr
Treasurer Consultant to Finance Department
David H. Ready, City Manager
Attachments:
Second Supplement to Indenture of Trust
Third Supplement to Indenture of Trust
Q009D1c
26011-08109/10 JH:ACH bf 03/04/08
RESOLUTION NO.
RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS APPROVING AND AUTHORIZING AND
DIRECTING EXECUTION OF TWO SUPPLEMENTAL INDENTURES
RELATING ITS MERGED PROJECT NO. 1 TAX ALLOCATION BONDS,
2007 SERIES A, ITS MERGED PROJECT NO. 1 TAXABLE TAX
ALLOCATION BONDS, 2007 SERIES B, AND ITS MERGED PROJECT
NO. 2 TAXABLE TAX ALLOCATION BONDS, 2007 SERIES C, AND
PROVIDING OTHER MATTERS PROPERLY RELATING THERETO
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the
"Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of
Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of
California (the "Law") to issue its tax allocation bonds for the purpose of financing and
refinancing redevelopment activities with respect to its Merged Project No. 1 and its Merged
Project No.2 ("Merged Project No. 1" and "Merged Project No. 2", respectively);
WHEREAS, for the purpose of financing and refinancing redevelopment activities with
respect to the Redevelopment Project, the Agency issued its $14,240,000 aggregate principal
amount of Community Redevelopment Agency of the City of Palm Springs (Merged Project No.
1) Tax Allocation Refunding Bonds, 2004 Series A, pursuant to an Indenture of Trust (the "2004
Bonds Indenture'), dated as of May 1, 2004, by and between the Agency and BNY Western
Trust Company, as trustee ;
WHEREAS, for the purpose of financing additional redevelopment activities with respect
to the Redevelopment Project on a federally tax-exempt basis, the Agency issued its
$12,770,000 aggregate principal amount of Community Redevelopment Agency of the City of
Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A (the "2007 Series A
Bonds") and its $1,910,000 aggregate principal amount of Community Redevelopment Agency
of the City of Palm Springs Merged Project No. 1 Taxable Tax Allocation Bands, 2007 Series B
(the "2007 Series B Bonds") pursuant to a First Supplement to Indenture of Trust and a Second
Supplement to Indenture of Trust, respectively, each dated as of August 1, 2007 and each by
and between the Agency and the Trustee, amending and supplementing the 2004 Bonds
Indenture (the 2004 Bonds Indenture as amended and supplemented, the "Merged Project No.
1 Indenture");
WHEREAS, proceeds of the 2007 Series A Bonds were deposited in the Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund held by the Trustee pursuant to Section
10.07(b) of the Merged Project No 1 Indenture and the proceeds of the 2007 Series B Bonds
were deposited in the Merged Project No. 1 2007 Series B Bonds Redevelopment Fund held by
the Trustee pursuant to Section 11.07(b) of the Merged Project No. 1 Indenture;
WHEREAS, the Agency has determined that, notwithstanding anything in the Merged
Project No. 1 Indenture to the contrary, investment earnings on moneys in the Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund and in the Merged Project No. 1 2007 Series
B Bonds Redevelopment Fund shall be retained in the respective Funds and used for the
purposes of such Funds and has determined to amend said Sections 10.07(b) and 11.07(b)
accordingly, as further provided in the Third Supplement to Indenture of Trust (the "Third
0000
Supplement"), dated as of March 1, 2008, by and between the Agency and The Bank of New
York Trust Company, N.A. (the "Trustee"), and
WHEREAS, for the purpose of financing and refinancing redevelopment activities with
respect to the Redevelopment Project, the Agency issued its $9,075,000 aggregate principal
amount of Community Redevelopment Agency of the City of Palm Springs (Merged Project No.
2) Tax Allocation Refunding Bonds, 2004 Series B, pursuant to an Indenture of Trust (the "2004
Bonds Indenture"), dated as of May 1, 2004, by and between the Agency and BNY Western
Trust Company, as trustee,
WHEREAS, for the purpose of financing additional redevelopment activities with respect
to the Redevelopment Project on a federally taxable basis, the Agency issued its $6,495,000
aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs
Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C
Bonds") pursuant to a First Supplement to Indenture of Trust, dated as of August 1, 2007, by
and between the Agency and the Trustee, amending and supplementing the 2004 Bonds
Indenture (the 2004 Bonds Indenture as amended and supplemented, the "Merged Project No-
2 Indenture");
WHEREAS, proceeds of the 2007 Series C Bonds were deposited in the Merged Project
No. 2 2007 Series C Bonds Redevelopment Fund held by the Trustee pursuant to Section
10.07(b) of the Merged Project No. 2 Indenture;
WHEREAS, the Agency has determined that, notwithstanding anything in the Merged
Project No. 2 Indenture to the contrary, investment earnings on moneys in the Merged Project
No. 2 2007 Series C Bands Redevelopment Fund shall be retained in such Fund and used for
the purposes of such Fund and has determined to amend said Sections 10.07(b) accordingly,
as further provided in the Second Supplement to Indenture of Trust (the "Second Supplement"),
dated as of March 1, 2008, by and between the Agency and The Bank of New York Trust
Company, N.A. (the "Trustee"), and
WHEREAS, the Agency hereby determines that the amendments to the Merged Project
No. 1 Indenture and to the Merged Project No. 2 Indenture, as above described, will not
materially adversely affect the Owners of the Bonds within the meaning of Section 7.01(b) of
the Merged Project No. 1 Indenture or the Merged Project No. 2 Indenture and, therefore, such
amendment does not require Bondowner or Insurer consent within the meaning of the Merged
Project No. 1 Indenture or the Merged Project No. 2 Indenture;
WHEREAS, the Agency, with the aid of its staff has reviewed the Third Supplement and
the Second Supplement and the Agency wishes at this time to approve the foregoing in the
public interests of the Agency;
NOW, THEREFORE, BE /T RESOLVED by the Community Redevelopment Agency of
the City of Palm Springs, as follows:
Section 1. Approval of Third Supplement. The Agency hereby approves the Third
Supplement (being supplemental to the Merged Project No 1 Indenture) in substantially the
form thereof on file with the Secretary together with any additions thereto or changes therein
deemed necessary or advisable by the Executive Director, and execution of the Third
Supplement shall be deemed conclusive evidence of the Agency's approval of such additions or
changes. The Chairman and Secretary of the Agency are hereby authorized and directed to
execute, attest and affix the seal of the Agency to the Third Supplement for and in the name
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and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of
the Third Supplement.
Section 2. Approval of Second Supplement. The Agency hereby approves the
Second Supplement (being supplemental to the Merged Project No 2 Indenture) in substantially
the form thereof on file with the Secretary together with any additions thereto or changes
therein deemed necessary or advisable by the Executive Director, and execution of the Second
Supplement shall be deemed conclusive evidence of the Agency's approval of such additions or
changes. The Chairman and Secretary of the Agency are hereby authorized and directed to
execute, attest and affix the seal of the Agency to the Second Supplement for and in the name
and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of
the Second Supplement.
Section 3. Effective Date. This resolution shall take effect from and after the date of
approval and adoption thereof,
PASSED AND ADOPTED this 19th day of March, 2008, by the following vote:
AYES. Members
NOES:
ABSENT:
CHAIRMAN,
Community Redevelopment Agency of the
City of Palm Springs
(S E A L)
Attest:
By:
SECRETARY,
Community Redevelopment Agency of the
City of Palm Springs
3- WON
26011.09 JH ACH brf 03104/08
SECOND SUPPLEMENT TO INDENTURE OF TRUST
Dated as of March 1, 2008
by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
Relating to
$6,495,000
Community Redevelopment Agency of the City of Palm Springs
Merged Project No, 2
Taxable Tax Allocation Bonds, 2007 Series C
SECOND SUPPLEMENT TO INDENTURE OF TRUST
This Second Supplement to Indenture of Trust (this "Third Supplement"), dated as of
March 1, 2008, is by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, a public body corporate and politic duly organized and existing
under the laws of the State of California (the "Agency'), and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association organized and existing under the laws
of the United States of America, as successor trustee to BNY Western Trust Company under
the hereinafter defined 2004 Bonds Indenture (the "Trustee");
WITNESSETH.
WHEREAS, the Agency was duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law,
being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of
the State of California (the "Law"), including the power to issue bonds for any of its corporate
purposes;
WHEREAS, for the purpose of financing and refinancing redevelopment activities with
respect to the Redevelopment Project, the Agency issued its $9,075,000 aggregate principal
amount of Community Redevelopment Agency of the City of Palm Springs (Merged Project No.
2) Tax Allocation Refunding Bonds, 2004 Series B, pursuant to an Indenture of Trust (the "2004
Bonds Indenture"), dated as of May 1, 2004, by and between the Agency and BNY Western
Trust Company, as predecessor trustee ;
WHEREAS, for the purpose of financing additional redevelopment activities with respect
to the Redevelopment Project on a federally taxable basis, the Agency issued its $6,495,000
aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs
Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C
Bonds") pursuant to a First Supplement to Indenture of Trust, dated as of August 1, 2007, by
and between the Agency and the Trustee, amending and supplementing the 2004 Bonds
Indenture (the 2004 Bonds Indenture as amended and supplemented, the "Indenture"),-
WHEREAS, proceeds of the 2007 Series C Bonds were deposited in the Merged Project
No. 2 2007 Series C Bonds Redevelopment Fund held by the Trustee pursuant to Section
10.07(b) of the Indenture;
WHEREAS, the Agency has determined that, notwithstanding anything in the Indenture
to the contrary, investment earnings on moneys in the Merged Project No. 2 2007 Series C
Bonds Redevelopment Fund shall be retained in such fund and used for the purposes of such
Fund and has determined to amend said Sections 10.07(b) accordingly; and
WHEREAS, the Agency has further determined that such amendment will not materially
adversely affect the Owners of the Bonds within the meaning of Section 7.01(b) of the
Indenture and, therefore, such amendment does not require Bondowner or Insurer consent
within the meaning of the Indenture;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto do hereby agree as follows,
OG�€�PJ?
SECTION 1. Amendment of Section 10,07(b) of the Indenture. Section 10.07(b) of the
Indenture is hereby amended to read in full as follows:
11 (b) There is hereby established a separate fund known as the "Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund" (the 'Redevelopment Fund"), which
the Trustee shall establish and maintain and which shall be held in trust by the Trustee.
The Trustee shall, from time to time, pay moneys from the Redevelopment Fund to the
Agency upon receipt of a Written Request of the Agency therefor. Each such Written
Request of the Agency shall be sufficient evidence to the Trustee of the facts stated
therein and the Trustee shall have no duty to confirm the accuracy of such facts. The
moneys in the Redevelopment Fund shall be used in the manner provided by the Law
solely for the purpose of aiding in financing the Redevelopment Project, including
payment of any remaining unpaid Costs of Issuance. The Agency has warranted that
no funds on deposit in the Redevelopment Fund shall be applied for any purpose not
authorized by the Law. Moneys in the Redevelopment Fund shall be invested by the
Trustee in Permitted Investments in accordance with Section 6.07 and, notwithstanding
anything in this Indenture, including Section 6.07, to the contrary, investment earnings
on such moneys shall be retained in the Redevelopment Fund and used for the
purposes thereof.
SECTION 2. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Second Supplement shall for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of this Second Supplement. The
Agency hereby declares that it would have entered into this Second Supplement and each and
every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of
the 2007 Series B Bonds pursuant thereto irrespective of the fact that any one or more
Sections, paragraphs, sentences, clauses, or phrases of this Second Supplement may be held
illegal, invalid or unenforceable.
SECTION 3. Execution in Counterparts. This Second Supplement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
SECTION 4, Governing Law,. This Second Supplement shall be construed and
governed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS has caused this Second Supplement to be signed in its name by its
Executive Director and attested by its Secretary, and THE BANK OF NEW YORK TRUST
COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this
Second Supplement to be signed in its corporate name by its officers thereunto duly authorized,
all as of the day and year first above written.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM
SPRINGS
By:
Chairman
(SEAL)
ATTEST:
By:
Secretary
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:
Authorized Officer
-3-
THIRD SUPPLEMENT TO INDENTURE OF TRUST
Dated as of March 1, 2008
by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
Relating to
$12,770,000
Community Redevelopment Agency of the City of Palm Springs
Merged Project No. 1
Tax Allocation Bonds, 2007 Series A
And
$1,910,000
Community Redevelopment Agency of the City of Palm Springs
Merged Project No. 1
Taxable Tax Allocation Bonds, 2007 Series S
THIRD SUPPLEMENT TO INDENTURE OF TRUST
This Third Supplement to Indenture of Trust (this "Third Supplement"), dated as of
March 1, 2008, is by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, a public body corporate and politic duly organized and existing
under the laws of the State of California (the "Agency"), and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association organized and existing under the laws
of the United States of America, as successor trustee to BNY Western Trust Company under
the hereinafter defined 2004 Bonds Indenture (the "Trustee");
WITNESSETH:
WHEREAS, the Agency was duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law,
being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of
the State of California (the "Law"), including the power to issue bonds for any of its corporate
purposes;
WHEREAS, for the purpose of financing and refinancing redevelopment activities with
respect to the Redevelopment Project, the Agency issued its $14,240,000 aggregate principal
amount of Community Redevelopment Agency of the City of Palm Springs (Merged Project No.
1) Tax Allocation Refunding Bonds, 2004 Series A, pursuant to an Indenture of Trust (the "2004
Bonds Indenture"), dated as of May 1, 2004, by and between the Agency and BNY Western
Trust Company, as predecessor trustee ,
WHEREAS, for the purpose of financing additional redevelopment activities with respect
to the Redevelopment Project on a federally tax-exempt basis, the Agency issued its
$12,770,000 aggregate principal amount of Community Redevelopment Agency of the City of
Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A (the "2007 Series A
Bonds") and its $1,910,000 aggregate principal amount of Community Redevelopment Agency
of the City of Palm Springs Merged Project No. 1 Taxable Tax Allocation Bonds, 2007 Series B
(the "2007 Series B Bonds") pursuant to a First Supplement to Indenture of Trust and a Second
Supplement to Indenture of Trust, respectively, each dated as of August 1, 2007 and each by
and between the Agency and the Trustee, amending and supplementing the 2004 Bonds
Indenture (the 2004 Bonds Indenture as amended and supplemented, the `Indenture"),
WHEREAS, proceeds of the 2007 Series A Bonds were deposited in the Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund held by the Trustee pursuant to Section
10.07(b) of the Indenture and the proceeds of the 2007 Series B Bonds were deposited in the
Merged Project No. 1 2007 Series B Bonds Redevelopment Fund held by the Trustee pursuant
to Section 11.07(b) of the Indenture;
WHEREAS, the Agency has determined that, notwithstanding anything in the Indenture
to the contrary, investment earnings on moneys in the Merged Project No. 1 2007 Series A
Bonds Redevelopment Fund and in the Merged Project No, 1 2007 Series B Bonds
Redevelopment Fund shall be retained in the respective Funds and used for the purposes of
such Funds and has determined to amend said Sections 10.07(b) and 11.07(b) accordingly;
and
WHEREAS, the Agency has further determined that such amendment will not materially
adversely affect the Owners of the Bonds within the meaning of Section 7.01(b) of the
Indenture and, therefore, such amendment does not require Bondowner or Insurer consent
within the meaning of the Indenture;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto do hereby agree as follows:
SECTION 1. Amendment of Section 10.07(b) of the Indenture. Section 10.07(b) of the
Indenture is hereby amended to read in full as follows:
" (b) There is hereby established a separate fund known as the "Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund" (the "Redevelopment Fund"), which
the Trustee shall establish and maintain and which shall be held in trust by the Trustee.
The Trustee shall, from time to time, pay moneys from the Redevelopment Fund to the
Agency upon receipt of a Written Request of the Agency therefor. Each such Written
Request of the Agency shall be sufficient evidence to the Trustee of the facts stated
therein and the Trustee shall have no duty to confirm the accuracy of such facts. The
moneys in the Redevelopment Fund shall be used in the manner provided by the Law
solely for the purpose of aiding in financing the Redevelopment Project, including
payment of any remaining unpaid Costs of Issuance. The Agency has warranted that
no funds on deposit in the Redevelopment Fund shall be applied for any purpose not
authorized by the Law. Moneys in the Redevelopment Fund shall be invested by the
Trustee in Permitted Investments in accordance with Section 6.07 and, notwithstanding
anything in this Indenture, including Section 6.07, to the contrary, investment earnings
on such moneys shall be retained in the Redevelopment Fund and used for the
purposes thereof.
SECTION 2. Amendment of Section 11.07(b) of the Indenture. Section 11.07(b) of the
Indenture is hereby amended to read in full as follows-
" (b) There is hereby established a separate fund known as the "Merged Project
No. 1 2007 Series A Bonds Redevelopment Fund" (the "Redevelopment Fund"), which
the Trustee shall establish and maintain and which shall be held in trust by the Trustee.
The Trustee shall, from time to time, pay moneys from the Redevelopment Fund to the
Agency upon receipt of a Written Request of the Agency therefor. Each such Written
Request of the Agency shall be sufficient evidence to the Trustee of the facts stated
therein and the Trustee shall have no duty to confirm the accuracy of such facts. The
moneys in the Redevelopment Fund shall be used in the manner provided by the Law
solely for the purpose of aiding in financing the Redevelopment Project, including
payment of any remaining unpaid Costs of Issuance. The Agency has warranted that
no funds on deposit in the Redevelopment Fund shall be applied for any purpose not
authorized by the Law. Moneys in the Redevelopment Fund shall be invested by the
Trustee in Permitted Investments in accordance with Section 6.07 and, notwithstanding
anything in this Indenture, including Section 6.07, to the contrary, investment earnings
on such moneys shall be retained in the Redevelopment Fund and used for the
purposes thereof.
SECTION 3. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Second Supplement shall for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of this Second Supplement. The
Agency hereby declares that it would have entered into this Second Supplement and each and
every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of
-2 000012
the 2007 Series B Bonds pursuant thereto irrespective of the fact that any one or more
Sections, paragraphs, sentences, clauses, or phrases of this Second Supplement may be held
illegal, invalid or unenforceable.
SECTION 4. Execution in Counterparts. This Second Supplement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
SECTION 5. Governing Law. This Second Supplement shall be construed and
governed in accordance with the laws of the State of California.
-3-
6000-3
IN WITNESS WHEREOF, the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS has caused this Second Supplement to be signed in its name by its
Executive Director and attested by its Secretary, and THE BANK OF NEW YORK TRUST
COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this
Second Supplement to be signed in its corporate name by its officers thereunto duly authorized,
all as of the day and year first above written.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM
SPRINGS
By:
Chairman
IS E A L)
ATTEST:
By:
Secretary
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By.
Authorized Officer
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