2004 02 03 RDAe-oeo 4 4 49woj
Redevelopment Agency Agendas are
Available on the City's Web Page
@ www.la-quinta.org
REDEVELOPMENT AGENCY
AGENDA
CITY COUNCIL CHAMBERS
78-495 Calle Tampico
La Quinta, California 92253
Regular Meeting
Tuesday, February 3, 2004 - 2:00 P.M.
Beginning Resolution No. RA 2004-003
CALL TO ORDER
Roll Call:
Agency Board Members: Adolph, Osborne, Perkins, Sniff, and Chairperson Henderson
PUBLIC COMMENT
At this time, members of the public may address the Redevelopment Agency on any
matter not listed on the agenda. Please complete a "request to speak" form and limit your
comments to three minutes. Please watch the timing device on the podium.
CLOSED SESSION
NOTE: Time permitting, the Redevelopment Agency Board may conduct Closed Session
discussions during the dinner recess. In addition, persons identified as negotiating parties
are not invited into the Closed Session meeting when the Agency is considering acquisition
of real property.
CONFERENCE WITH AGENCY COUNSEL PURSUANT TO GOVERNMENT CODE
SECTION 54956.9(c), INITIATION OF LITIGATION.
H
Redevelopment Agency Agenda February 3, 2004
2. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, JERRY HERMAN,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL
PROPERTY LOCATED AT THE NORTHWEST CORNER OF AVENUE 48 AND DUNE
PALMS ROAD (APN: 649-030-034). PROPERTY OWNER/NEGOTIATOR: SHIRLEY
HAMMER.
RECONVENE AT 3:00 P.M.
PUBLIC COMMENT
At this time members of the public may address the Agency Board on items that appear
within the Consent Calendar or matters that are not listed on the agenda. Please complete
a "request to speak" form and limit your comments to three minutes. When you are called
to speak, please come forward and state your name for the record. Please watch the
timing device on the podium.
For all Agency Business Session matters or Public Hearings on the agenda, a completed
11request to speak" form should be filed with the City Clerk prior to the Agency beginning
consideration of that item.
CONFIRMATION OF AGENDA
APPROVAL OF MINUTES
APPROVAL OF MINUTES OF JANUARY 20, 2004
CONSENT CALENDAR
NOTE: Consent Calendar items are considered to be routine in nature and will be approved
by one motion.
1 . APPROVAL OF DEMAND REGISTER DATED FEBRUARY 3, 2004.
BUSINESS SESSION
1 CONSIDERATION OF STEEL BRIDGE DESIGNS FOR THE SILVERRoCK RANCH
GOLF CART BRIDGES.
A. MINUTE ORDER ACTION
2
Redevelopment Agency Agenda 2 February 3, 2004
2. CONSIDERATION OF A LIST OF PRE -QUALIFIED GOLF COURSE CONTRACTORS
FOR SILVERROCK RANCH.
A. MINUTE ORDER ACTION
3. CONSIDERATION OF ADOPTION OF A RESOLUTION OF THE LA QUINTA
REDEVELOPMENT AGENCY APPROVING A LOAN AGREEMENT BETWEEN THE
LA QUINTA FINANCING AUTHORITY AND THE LA QUINTA REDEVELOPMENT
AGENCY AUTHORIZING THE FILING OF A VALIDATION ACTION WITH RESPECT
THERETO.
A. RESOLUTION ACTION
STUDY SESSION
1 DISCUSSION OF FLOOR PLAN AND SITE PLAN FOR TEMPORARY CLUBHOUSE AT
SILVERRoCK RANCH.
2. DISCUSSION OF LA QUINTA ARTS FOUNDATION REQUEST FOR USE OF
SILVERROCK RANCH PROPERTY FOR THE ARTS FESTIVAL.
CHAIR AND BOARD MEMBERS' ITEMS - NONE
PUBLIC HEARINGS - NONE
ADJOURNMENT
Adjourn to a regularly scheduled meeting of the Redevelopment Agency to be held on
February 17, 2004 commencing with closed session at 2:00 p.m. and open session at
3:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253.
Redevelopment Agency Agenda 3 February 3, 2004
DECLARATION OF POSTING
1, June S. Greek, City Clerk of the City of La Quinta, do hereby declare that the foregoing
agenda for the La Quinta Redevelopment Agency meeting of Tuesday, February 3, 2004,
was posted on the outside entry to the Council Chamber, 78-495 Calle Tampico and on
the bulletin board at the La Quinta Chamber of Commerce and at Stater Bros. 78-630
Highway 111, on Friday, January 30, 2004.
DATED: January 30, 2004
MIMIM
ON.;
JUNE S. GREEK, CIVIC, City Clerk
City of La Quinta, California
In
Redevelopment Agency Agenda 4 February 3, 2004
0 vj
-GORY.
OF
BUSINESS SESSION
COUNCIL/RDA MEETING DATE: FEBRUARY 3,2004 CONSENT CALENDAR
ITEM TITLE:
Demand Register Dated February 3, 2004
RECOMMENDATION:
It is recommended the Redevelopment Agency Board:
STUDY SESSION
PUBLIC HEARING
Receive and File the Demand Register Dated Februray 3, 2004 of which $309,798.90
represents Redevelopment Agency Expenditures.
PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA
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COUNCIL/RDA MEETING DATE: February 3, 2004
ITEM TITLE: Consideration of Steel Bridge Designs for
the SilverRock Ranch Golf Cart Bridges
RECOMMENDATION:
As deemed appropriate by the Agency.
FISCAL IMPLICATIONS:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
On October 7, 2003, the Agency approved the revised budget for the SilverRock
Ranch project which, included $150,000 for three (3) golf cart bridges to cross the
CVWD canal.
On December 2, 2003, T.Y. Lin International, the bridge consultant to The Keith
Companies, provided three alternatives for the golf cart bridges at SilverRock Ranch.
The Agency identified the prefabricated weathering steel type bridge with a concrete
deck surface as the preferred alternative.
The approximate cost estimated by T.Y. Lin International for the simplest type of
prefabricated weathering steel bridge is approximately $53,000 for a bridge with an
estimated load capacity of five (5) tons. During discussions concerning the bridges,
staff has been advised that one of the bridges should be designed for a ten (10) ton
load capacity in order to carry all maintenance equipment and possibly emergency
vehicles across the canal to the western portion of the golf course. The cost for a
similar type ten (10) ton bridge would be approximately $63,000.
Staff requests direction at this time to identify the type of truss and the finish of the
steel for the three bridges.
A budget request will be made at the time of advertisement of the bridges, if
necessary, to cover the additional costs for the bridges.
N,
BACKGROUND AND OVERVIEW:
On March 20, 2003, City Council approved the Fiscal Year 2003/2004 Capital
Improvement Program (CIP). This year's CIP includes the construction of the first
phase of the SilverRock Ranch Municipal Golf Course. Within the first go.1f course,
Palmer Course Design Company (PCDC) has called for three crossings of the CVWD
canal to facilitate play at the golf course.
T.Y. Lin, the bridge sub consultant to The Keith Companies, has provided four
examples identifying alternative truss and finish types for the three bridges that will
cross the golf course as part of PCDC routing for the first golf course. All three
bridges are based on a design width of 14' x 50' in length in order to span the canal.
Additionally, one bridge will be designed to have a ten (10) ton capacity, while the
other two bridges will be rated at five (5) tons.
Attachment #1 shows a cambered bridge with a natural steel finish. PCDC has
indicated that the less intrusive the bridge is on the golf course, the better. With that
in mind, PCDC recommends the steel be natural in color to prevent it detracting from
the golf course. The natural weathered steel will also be less expensive to maintain
compared to a painted finish.
Attachment #2 shows a slightly less cambered bridge with a painted finish and finials
spaced evenly across the top rail of the bridge. This bridge also features cross pattern
truss members with outside fencing.
Attachment #3 shows a more complex pattern of concentric rectangles with no
camber and a two tone painted finish.
Attachment #4 shows another truss configuration on a natural steel finish. The finish
will uniformly oxidize over a period of time so that there will not be a noticeable
difference in the colors between the columns and the cross members.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Approve a cambered or straight bridge with a natural finish with one of the
truss configurations shown in the attachments as a concept for the SilverRock
Ranch bridges; or
S:\CityMgr\STAFF REPORTS ONLY\BS 7.doc
2. Approve a cambered or straight bridge with a painted finish with one of the
truss configurations shown in the attachments as a concept for the SilverRock
Ranch bridges; or
3. Provide staff with alternative direction.
Respectfully submitted,
o
othy R. Ivi ass
Public Works irector/City Engineer
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1 . Bridge Example #1
2. Bridge Example #2
3. Bridge Example #3
4. Bridge Example #4
S:\CityMgr\STAFF REPORTS ONLY\8S 7.doc
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Bridge Example #1
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Bridge Example #2
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Bridge Example #3
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OF
COUNCIL/RDA MEETING DATE: February 3, 2004
ITEM TITLE:
Consideration of a List of Pre -Qualified Golf Course
Contractors for SilverRock Ranch
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
cv_
Approve the list of Golf Course Contractors (Attachment 1) as pre -qualified to bid on
the SilverRock Ranch golf course construction contract.
FISCAL IMPLICATIONS:
None for this action.
BACKGROUND AND OVERVIEW:
On December 2, 2003, the Agency approved the distribution of a Request of
Qualifications (Attachment 2) for contractors to submit Statements of Qualifications in
order to pre -qualify to bid on the SilverRock Ra ' nch golf course. Bid documents are
being prepared that include the enhanced entry statement at Avenue 52 and the
creation of pads for hotel/retail uses adjacent to the Village Lake. Staff is reviewing
project budget parameters and will address funding options for these additional project
components at the February 17, 2004 RDA meeting.
The contractors were required to demonstrate their experience in construction of high
quality golf courses, particularly in a desert environment. This work includes, but is
not limited to, shaping, construction of fairways, greens, tees, lakes, bunkers,
irrigation systems, cart paths, water features, drainage systems, and pump stations.
Contractors were required to submit statements of qualifications to be evaluated based
on their experience with projects of similar size, scope, and complexity. Prospective
contractors were also required to demonstrate general and specific experience, claim
and surety history, ability to meet schedule and budget requirements, and skills in
general management and coordination.
13
All Contractors were required to hold a valid Class "A" license at the time of award
and have the ability to obtain corporate surety bonds and insurance in order to be
eligible for the pre -qualifications (RFQ) evaluation.
The RFQ established January 9, 2004 as the deadline to respond and the following
nine contractors submitted their statements of qualifications:
1 . American Civil Constructors - Littleton, CO
2. Continental Golf - Auburn, CA
3. Duininck Brothers - Prinsburg, MN
4. Hertiage Links - Houston, TX
5. Landscapes Unlimited - Lincoln, NE
6. Oliphant Golf Const. - Scottsdale, AZ
7. Sema Golf LLC - Scottsdale, AZ
8. Wadsworth - Buckeye, AZ
9. Weitz Golf - Temecula, CA
Ranger Golf Course Constructors of Temecula, California submitted its SOQ late
(January 14, 2004) and was rejected as non -responsive to the RFQ. Continental Golf,
subsequent to their submittal, asked to withdraw their firm from the pre -qualification
process.
The remaining eight firms' SOQs were rated by the Contractor Selection Committee in
accordance with the evaluation criteria set forth in the RFQ. All eight contractors meet
the requirements of the RFQ and are deemed qualified to bid on the golf course
construction contract. The eight SOQ's are available for viewing in the City Clerk's
Off ice.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
Approve the list of pre-qualif ied contractors as qualified to bid on the SilverRock
Ranch golf course construction contract; or
2. Do not approve the list of pre -qualified contractors as qualified to bid on the
SilverRock Ranch golf course construction contract; or
3. Provide staff with alternative direction.
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14
Respectfully submitted,
t a"A'
Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1 . Exhibit A - List of Contractors
2. General Engineering Contractor RFQ
3
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ATTACHMENT1
EXHIBIT A
Pre -qualified Contractors
to Bid on the
SilverRock Ranch Golf Course Construction Contract.
1 . American Civil Constructors - Littleton, CO
2. Duininck Brothers - Prinsburg, MN
3. Heritage Links - Houston, TX
4. Landscapes Unlimited - Lincoln, NE
5. Oliphant Golf Const. - Scottsdale, AZ
6. Sema Golf LLC - Scottsdale, AZ
7. Wadsworth - Buckeye, AZ
8. Weitz Golf - Temecula, CA
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ATTACHMENT 2
Request For Qualifications
The La Quinta Redevelopment Agency (RDA) is soliciting responses
to a Request for Qualifications (RFQ) from General Engineering
Contractors interested in bidding on the contract for the SilverRock
Ranch 18 hole Championship Golf Course Project located in La
Quinta, California.
The RDA seeks contractors with experience in construction of high
quality golf courses, particularly in a desert environment. The work
includes but is not limited to, shaping, construction of fairways,
greens, tees, lakes, bunkers, irrigation systems, cart paths, water
features, drainage systems, and pump stations.
The golf course is scheduled for mass grading to a tolerance of + 6
inches by a separate contract to be awarded in January 2004 and
completed by March 2004.
The golf course is currently under design by Palmer Course Design
and the bid documents will be completed by January 2004. The RDA
has budgeted $11,000,000 to construct the golf course. The RDA
anticipates selecting contractors, through this pre -qualification
process, as qualified to submit a bid on the project, prior to
completion of the bid documents.
Contractors shall submit qualifications and will be rated using a
uniform system based on their experience on projects of similar size,
scope and complexity. Prospective contractors must demonstrate
general and specific experience, claim and surety history, ability to
meet schedule and budget requirements, and skills in general
management and coordination. Resumes of key personnel who will
manage and supervise the construction shall be provided in the RFQ
response.
Contractors must hold a valid Class "A" license at the time of award
and must demonstrate ability to obtain corporate surety bonds and
insurance in order to be eligible for the pre -qualification (RFQ)
evaluation.
5
17
An orientation conference and site walk-through will be held at 9:00
a.m. on December 18, 2003, at the site. Attendance at the
conference is strongly recommended for all interested contractors to
enable them to prepare an acceptable response to the RFQ.
NOTE: Since the site may be used to host PGA (Professional
Golf Association) Events, the quality of the work will be
the utmost importance. Construction standards will be
extremely high as the RDA's expectations as to the
quality of the final product are extremely high. Finished
work must conform to and/or exceed the quality
standards established by the PGA Tour.
The support infrastructure outside the golf course envelope is not
included in this RFQ, but will be bid separately.
6
is
Ranch Vision
The SilverRock Ranch's canvas spans 525 acres adjacent to the
base of the Coral Reef Mountains in the City of La Quinta. The
RDA's goal is to develop premiere hospitality and golf venues that
become must -see destinations in the Coachella Valley. The final
development will be crafted as if it had evolved over time by melding
the rich hues of the desert and strong architectural elements inspired
by the site with rusticated materials.
The Agency has discussed the proposed buildings architectural style
as one that captures a sense of lightness and beauty that's found in
styles similar to a California Colonial or other southwest Spanish look
or theme, keeping with the charm and character of the City of La
Quinta.
Environmental approvals have been secured to develop the following
uses on SilverRock Ranch: a 250-room hotel with a 10,000 square
foot conference center; 300 condo hotel or fractional units with up to
500 keys; two 18-hole public golf courses with a driving range and a
25,000 square foot clubhouse; one 9-hole public golf course; and
25,000 square feet of ancillary tourist commercial uses. Additional
approved uses entail passive park space, trails, and view corridors.
The RDA approved a Master Plan for the project in May 2003. The
Master Plan sets forth a preferred site development program and plan
that will guide the precise planning processes. GMA International
has been managing this activity and prepared the master plan and
associated documents. Their work will be available to the selected
organization. The RDA has secured funding to facilitate the
development of one golf course and associated improvements.
Additional information may be found at the project website:
www.silverrockranch.com
7 1.9
Regional Location
20
Ranch Location
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1. PREQUALIFICATION AND BIDDING PROCESS
A. Prequalification Process:
Prequalification of contractors will be based on prior
construction experience on projects of similar complexity, staffs
professional capabilities and ability to meet insurance and
bonding requirements. For more details, see Section 11,
Response Requirements. The minimum requirements have
been established to determine which contractors are qualified
for the successful and timely performance of the type of work
required by this project.
2. After the deadline for receipt of the responses to the RFQ, the
RDA will rate of all RFQ responses received using a uniform
system. All Contractors who have submitted a package will be
notified in writing as to whether or not they have been pre -
qualified.
3. The RDA reserves the right to reject any or all responses and to
waive any irregularities in any responses received.
4. If the RDA staff determines a respondent to this RFQ to be not
qualified, then the respondent may appeal the decision to the
Agency Board. The appeal process is set forth in section
20101 of the Public Contract Code.
5. It is critical that a contractor provide accurate, complete and
truthful information to the best of his/her knowledge.
Ambiguities or incomplete information may lead to RFQ
responses being deemed non -responsive and the contractor
will be disqualified.
6. If a respondent objects on any ground to any bid specification
or legal requirement imposed by this RFQ, the bidder shall, not
more than ten calendar days after the RFQ is issued, provide
written notice to the RDA setting forth with specificity the
grounds for the objection. The failure of a bidder to object in
the manner set forth in this paragraph shall constitute a
complete and irrevocable waiver of any such objection.
10,
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B. Bidding Process:
Plans and specifications will be provided upon request to
all pre -qualified contractors.
2. The construction contract, if awarded, will be awarded to
the pre -qualified responsible contractor submitting the
lowest responsive bid. The RDA reserves the right to
change the project criteria at any time prior to bidding.
3. A contractor wishing to be pre -qualified should be aware
that if he/she is the successful low bidder, he/she must
comply with all bid conditions including, but not limited to:
a. Furnishing satisfactory corporate surety bonds, refer
to Section Ill.
b. Maintaining required insurance, refer to Section 111.
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11. RESPONSE REQUIREMENTS: (SEE ALSO APPENDIX A)
A. Response Content Requirements:
Responses shall be submitted in ten (10) bound copies on 81/2" x 11
format. Each copy shall include, in order, the following:
A letter of Interest and company organizational chart. Provide
the following in the letter:
A statement as to whether the contractor is an individual,
partnership, corporation or joint venture.
2. State of California Contractor's License No. and
designation.
3. Name of person(s) authorized to make representation on
behalf of the contractor, including his/her address and
telephone number.
4. Five references to include owners, construction managers
and professional designers, and a brief outline of
significant accomplishments which demonstrate that the
contractor is qualified to provide the required services
based on the description of the project provided.
5. Capacity to perform general construction contracting
services by providing information on past projects, which
were high profile, complex, time and budget sensitive.
6. Management capabilities, including scheduling
techniques, cost control procedures, and communication
and coordination procedures. The firm's organizational
chart should be included as an attachment to the letter.
B. Management Plan:
Provide an organizational chart and personnel directory
for a project similar in scope and size to this project.
2. Provide complete qualification information for a minimum
of two Project Managers and two Superintendents, one of
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whom will be assigned to this project: see Appendix A,
Prequalification Questionnaire, Item 5, Management
Personnel Data.
3. Define chain of command and delegation of
responsibilities (roles/responsibilities matrix) that includes
levels of authority of personnel to act on behalf of the firm
for decisions such as stoppages of work, agreement for
changes in cost or time, etc. Provide decision -making
flow chart.
4. Describe the plan to manage, schedule, control and
integrate subcontractors and suppliers. Include methods
for controlling and reviewing submittals, proposals and
the flow of communications with chart.
5. List trades normally performed by the contractor's own
forces.
C. Cost/Change Control Procedures:
1. Outline the approach, policies and procedures for the
management and control of changes in the work including
procedures for processing/managing Requests for
Information (RFI's), Contractor Requested Changes
(CRC's), Owner Requested Changes (ORC's) and
changes for differing site conditions.
2. Describe how schedule impacts are assessed and what
means are employed to mitigate impact.
3. Describe policies and procedures for screening
subcontractor proposals, and claims, and actions on
behalf of subcontractors during negotiations.
4. Describe Value Engineering Change Proposal (VECP)
procedures and processes used and organizational
structure.
D. Schedule Controls Procedures:
13 JP*
Provide evidence of knowledge and capability to prepare
and utilize schedules as a means of Project control.
2. Provide history of effectiveness of scheduling on other
projects of similar size and complexity together with
references.
3. Identify staff member responsible for preparing,
monitoring and managing project schedule.
4. Describe scheduling methods and procedure to be used
for managing daily activities including those of
subcontractors.
E. Quality Assurance/Quality Control: (QA/QC)
Describe the firm's QA/QC history and approach.
2. Describe the methods and approach to implement and
achieve a successful Contractor initiated QA/QC Program
on this project.
3. Describe specific QC procedures for ensuring the quality
of:
Constructabi I ity/coord i nation reviews and the
generation of requests for information/clarifications.
9 Shop drawing and materials submittals.
Materials, equipment, assemblies and subassemblies
supplied for incorporation in the work.
o Workmanship by the respective trades.
9 Coordination of the trades.
* Testing and start-up procedures.
Operations and maintenance manuals, procedures,
and training supplied to the owner.
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9 Remedial work/punch-list corrections.
4. Identify staff member(s) responsible for implementing the
QA/QC Program and indicate the company structure and
reporting scheme.
F. Safety Program:
Describe the proposed safety program and how it will be
implemented on this project. Identify the staff member
who will be responsible for implementing and maintaining
the safety program, and indicate to whom he/she reports.
2. Provide history of effectiveness of safety programs on
other projects, and outline any areas of improvement that
may be implemented on this project.
G. Preq ual if! cation Questionnaire:
Complete the Prequalification Questionnaire found in Appendix A.
Indicate "Repeat clients" on the forms if applicable.
15 27
III. OTHER REQUIREMENTS
A. Complete Response: All responses shall be complete, including all
required information and attachments in order to be responsive and
eligible for prequalification.
B. Orientation Conference: For the dissemination of information and
clarification of the intent of this RFQ, an orientation conference will be
held at 9:00 a.m. December 18, 2003 at the site. The conference will
include a job site tour. The RDA's Project Manager and prime
designers will be present at the orientation conference to answer
questions. Attendance at this conference and job site tour is highly
recommended for understanding the project and for the preparation
of an RFQ response.
C. Insurance Requirements: The contractor shall maintain in full force
and effect, for the period covered by the contract, the following
insurance:
Comprehensive General Liability Insurance with limits not less
than $5,000,000 per each occurrence combined single limit for
bodily injury and property damage, including coverages for
contractual liability, personal injury, independent contractors,
explosion, collapse and underground (XCU), broadform
property damage, products liability, and completed operations.
2. Comprehensive or Business Automobile Liability insurance with
limits not less than $1,000,000 per each occurrence combined
single limit for bodily injury and property damage, including
coverages for owned, non -owned, and hired automobiles, as
applicable.
3. Workers' Compensation in statutory limits and Employers'
Liability Insurance, with limits not less than $1,000,000 per
accident.
4. Builders Coverage (Risk) Insurance with limits not less than the
full amount of the contract. A floater may be accepted, but
must include proper coverage for excavation, grading,
drainage, sudden/accidental excavation pollution, utility failure,
and utility connections.
16 128
All insurance shall be placed with an insurance carrier(s)
satisfactory to the City and licensed through the Department of
Insurance to conduct insurance business in California.
Final limits and conditions of insurance will be determined at
the time of contract bidding by the City.
D. Bonding Requirements: At the time of execution of contract, the
contractor shall file with the City the following bonds:
A corporate surety bond, in a sum not less than 100 percent of
the amount of the contract, to guarantee the faithful
performance of the Contract.
2. A corporate surety bond, in a sum not less than 100 percent of
the amount of the contract, to guarantee the payment of wages
for services engaged and of bills contracted for materials,
supplies, and equipment used in the performance of the
contract.
Corporate sureties on these bonds and on bonds
accompanying bids shall be legally authorized and licensed
through the California Department of Insurance to engage in
the business of furnishing surety bonds in the State of
California. All -sureties shall have an "A 10" rating in Bests
Rating Guide and be satisfactory to the RDA.
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IV. QUALIFICATIONS AND EVALUATION CRITERIA
Contractors who meet the following minimum requirements will have their
responses evaluated for prequalification. Contractors who do not meet
these minimum requirements will automatically be deemed not
prequalified.
• Possession of Class A license.
• Have not had a surety finish work on any contract in the past five (5
years) or can demonstrate their current financial security and
responsibility to the satisfaction of the RDA.
The Materials submitted in response to this RFQ must establish the
qualifications of the proposer to perform the scope of work. Contractors
whose responses are complete and who meet the minimum requirements
will have their responses evaluated by the criteria described below.
Responses must include all required attachments and submittals. The
RDA reserves the right to reject any proposal if the contractor fails to
include all required information. A minimum score of 80 points is required
to prequalify to bid.
A. General Experience and Management Capability: Evaluation will
include: capability to perform general contracting services on a high
profile, complex, time and budget sensitive project, firm's scheduling
techniques to demonstrate the capacity and flexibility to meet project
schedules, including unexpected work; cost control, communication
and coordination procedures; and organization of the firm to
understand the overall management capability of the contractor. (15
points)
B. Specific Experience: Experience in golf course construction
projects including shaping, fairway greens, tees and bunkers,
irrigation systems, lakes, water features, cart paths, and pump
stations.
Contractors shall have completed projects which involved a
combination of the above criteria on projects of a similar or greater
scope in order to be pre -qualified for bidding. Although not a
requirement, having completed similar work under similar time
constraints, for projects that will subsequently host major PGA TOUR,
or USGA events will be strongly considered. (40 points)
18
0
C. Qualifications of Team: Professional background of firms, caliber
and experience of all personnel and staffing capabilities for the
project should be addressed (i.e. specific individuals, their roles and
their commitments to this project). General Contractor shall have
experience in major golf course construction projects.
Superintendent coordinating work shall have minimum 10 years
experience in similar work. Describe the experience and availability
of subcontractors for systems such as irrigation, grading, etc (if not
performed by the General Contractor). (20 points)
D. Responsibility: Evaluation will be based on ability to complete
projects in a timely manner, to produce and maintain required CPM
schedules, to adhere to budgetary constraints, to refrain from filing
and indulging in frivolous and excessive claims and litigious actions.
(15 points)
E. Overall Evaluation: Evaluation will include presentation,
organization and completeness of submittal, project approach,
responsiveness to program requirements and awareness of
construction processes required for this type of project. (10 points)
If, at the sole discretion of the RDA an evaluation is not reasonably
practicable due to insufficient information in the Letter of Intent,
Prequalification Questionnaire or requested supporting materials, an
evaluation will not be undertaken by the RDA and the Contractor will
not be pre -qualified.
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V. RDA's RIGHTS AND OTIONS
The RDA reserves the right to postpone selection for its own
convenience, to withdraw this Request for Qualifications at any time,
and to reject any and all submittals without indicating any reason for
such rejection. As a function of the RFQ process, the RDA reserves
the right to remedy technical errors in response to the RFQ and to
modify the published scope of services. The RDA will reserve the
right to request that specific personnel with specific expertise be
added to the team, if the RDA determines that specific expertise is
lacking in the project team. Statements and other materials
submitted will not be returned.
The RDA reserves the right to abandon this RFQ process and/or
change its procurement process for the contract at any time if it is
determined that abandonment and/or change would be in the RDA's
best interest. In the event of an abandonment or change, the RDA
will not be liable to any contractor for any costs or damages arising
out of its response to the RFQ.
VI. SUBMITTAL REQUIREMENTS
A. Ten (10) copies, of 8 1/2" x 11 " format of responses with supporting
material are due by 4:00 p.m., January 9, 2004, and should be mailed
or delivered to :
Mr. Mark Weiss
Acting Executive Director/Project Manager
La Quinta Redevelopment Agency
78-495 Calle Tampico
PO Box 1504
La Quinta, CA 92253
All questions regarding SilverRock Ranch and this Request for
Qualifications should be directed to Mark Weiss via email at
mweissa-la-guinta.oLg.
r
20
B. Responses should include the following items as described in Section
11 Response Requirements and Appendix A, Prequalification
Questionnaire:
1 . Letter of interest and corporate organizational chart
2. Management Plan
3. Cost/Change Order Procedures
4. Schedule Control Procedures
5. Quality Assurance/Quality Control
6. Safety Program
7. Prequalification Questionnaire: Appendix A
0 Project Experience
0 Safety Experience
0 Organization Date
0 Financial Information including letter regarding bonding
capacity from surety company
0 Management Personnel Data
0 General Comments
0 Additional Data
21
03
Selection Process
A Contractor Selection Committee will review the Statements of
Qualifications. The Committee will select the qualified contractors for
consideration by the Agency Board based upon the materials
submitted in the response to the RFQ.
The tentative schedule is as follows:
Issue Request for Qualifications
Orientation conference
Responses Due
Selection Committee Review
Agency Board consideration
December 3, 2003
December 18, 2003
January 9, 2004
January 14, 2004
January 20, 2004
This solicitation does not commit the La Quinta Redevelopment
Agency to award a contract, to pay any cost incurred with the
preparation of a SOQ, or to procure or contract for services or
supplies. The La Quinta Redevelopment Agency reserves the right to
accept or reject any or all SOQ received in response to this request.
04
22
APPENDIX A
PREQUALIFICATION QUESTIONNAIRE
The following statements are to be submitted with the RFQ response. The contractor
guarantees the truthfulness and accuracy of the information.
1. Project Experience:
List the following types of projects completed within the past ten (110) years:
A. A minimum of four (4) projects, each with total construction costs in the
ranges of $3-$12 million;
B. A minimum of two (2) golf course construction projects with a similar
scope where the total project was in excess of $8 million;
For each project listed, provide the following:
D. Project description:
Location: — Start Date:
Planned Completion Date: Actual Completion Date:
Bid Price:
Liquidated Damages assessed: Yes
General Contractor:
Sub -Contractor:
Final Cost:
No Amount: $
If General Contractor, number of subcontractors employed:
Owner Representative: Name/Title:
Address:
Landscape Arch itect/E ng 1 neer:
Name/Title:
Address:
Construction Manager: Name/Title:
Address:
Tel: (
Tel: (
Tel: (
ID5
23
E. A statement as to:
1. (a) Whether the project was completed within the original
contract duration specified in the contract specification.
(b) If not completed within the original contract duration, state the
original contract duration, the actual duration required to
complete the project and the detailed reason(s) for the delay.
2. (a) Whether the project specification required the
contractor to furnish a CPM schedule and update CPM
schedules.
(b) If the answer to the foregoing is yes, state whether or
not the contractor furnished updated CPM schedules in
conformance and within the time schedules specified in the
contract specifications.
(c) If the answer to the foregoing is no, explain why the contractor
was unable or did not furnish them as required.
3. (a) Whether the project was completed within the original
contract bid price.
(b) If not, state the original contract amount and the final
modified contract amount.
4. (a) Whether any claims/lawsuits arising from the
construction of the project were filed against the owner.
(b) If yes, describe in detail the reasons why the claim or lawsuit
was filed. State the amount of the claim/lawsuit.
(c) If settled, state the amount of the settlement. If tried, state the
result and the amount of the judgment/verdict.
(d) For each lawsuit filed, state the case name and number, date
and court where filed.
2. Safety Experience:
The following statement as to the safety experience of the contractor is submitted
with the response to the RFQ, as part thereof, and the contractor guarantees the
truthfulness and accuracy of information.
A. Use your last year's CAL/OSHA 200 log to fill in the following number of
injuries and illnesses:
Number of lost workday cases
24
06 %.A
2. Number of medical treatment cases
3. Number of fatalities
B. List any contracts on which the contractor (any member of the contractor's
organization) received an unsatisfactory performance rating, was cited for
OSHA violations or failed to complete work.
Explain. Show for whom work was performed.
D. State the name of your firm's safety engineer/manager:
3. Organization Data:
A. The contractor's organization has been in business as a contractor under
its present business name for years, from
B. The contractor's organization has had experience in work comparable with
that required under the proposed contract, as a general contractor,
years; as a subcontractor years..
C. The contractors License Number, State CA Class
4. Financial Information
A. The contractor refers to the following bank(s) as to financial responsibility
of the contractor:
NAME OF BANK ADDRESS
B. The contractor refers to the following surety company or companies as to
the financial responsibility and general reliability of the contractor:
Name of Surety Company:
Address:
Name of Surety Company:
Address:
25
5.
C. Provide a letter from a surety company indicating that the required
bonding capacity for this project if the Notice to Proceed were to be issued
on March 1, 2004.
Management Personnel Data:
Furnish the following information regarding the qualification of two (2) Project
Managers and two (2) Project Superintendents, one of whom will be assigned to
this project. Failure to provide and furnish complete information may cause the
response to the RFQ to be rejected. RESUMES WILL NOT BE ACCEPTED IN
LIEU OF THIS REQUIREMENT.
Provide the following for each Project Manager and each Project Superintendent
listed:
I . Project Position:
2. Name of Proposed Person:
3.
4.
4
Address:
Telephone:
Name, Address, and Telephone Number of Contractor/Subcontractor
Employer:
License Number: Expiration Date:
Percentage of time to be spent on site:
Project Experience: Provide the following information for a minimum of
five (5) projects on which this individual has held the position noted in item
(a) Project Name:
Start Date and Completion Date:
Contract Price:
Name, Address and Telephone Number of Owner's
Representative:
Name, Address and Telephone Number of Arch itect/Eng 1 neer:
08 26 %1J
Name, Address and Telephone Number of Construction Manager:
Project Description:
27
09
6. General Comments:
Based on your experience with projects of similar scale and complexity and on
the information provided to you on this project, discuss five issues which you feel
are critical of the successful completion of this project.
28 40
7. Additional Data:
Material and data not specifically requested for evaluation, but which the
contractor feels is essential, must not appear in the proposal section, but may
appear only in this section. If there is no additional data the contractor wishes to
present, this section should consist of the statement, "There is no additional data
we wish to present."
Information submitted must be arranged in the proposal in the same order in
which it is requested in the RFQ submittal checklist. Please provide at least one
project example when responding to each item. When indicating a reference,
please provide the name and phone number of a contact who was/is involved in
the daily operations of the project described. When describing methods,
techniques or procedures for performing a particular operation, indicate the
persons responsible for ensuring completing and success of that operation.
Provide at least one reference where procedures have been successfully
employed.
29 41
AGENDA CATEGORY:
COUNCIL/RDA MEETING DATE: February 3, 2004 BUSINESS SESSION:
ITEM TITLE: Consideration of Adoption of a Resolution
of the La Quinta Redevelopment Agency Approving a
Loan Agreement Between the Agency and the La Quinta
Financing Authority and Authorizing the Filing of a
Validation Action with Respect Thereto
RECOMMENDATION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the Redevelopment Agency approving a Loan Agreement by and
between the La Quinta Redevelopment Agency ("Agency") and La Quinta Financing
Authority ("Authority") and authorize Agency Legal Counsel to initiate a validation
action.
FISCAL IMPLICATIONS:
The Loan Agreement authorizes the Agency to borrow up to $110,000,000 from the
proceeds of bonds issued by the Authority to fund redevelopment and housing
initiatives in Project Area 1 and Project Area 2. This action does not obligate the
Agency to borrow any specific amount at this time. Instead, it establishes the
financing structure with specific loans subsequently implemented through one or more
future Supplemental Agreements that will cause the issuance of each loan.
BACKGROUND AND OVERVIEW:
In February 2003, the City Council and Agency Board received the Mid -Year Financial
Management Review report that outlined the need to secure new capital to implement
the Agency's affordable housing mandates. The California Community Redevelopment
Law ("Law") provides that the Agency must cause the production of housing units
within both Redevelopment Project Areas that remain affordable to very low-, low- and
moderate -income households for not less than 55 years for rental units and not less
BS-13-RDA.doc
4 22
than 45 years for owner -occupied units. Further, the Law requires that the Agency
deposit 20% of the tax increment revenue it receives in a fund to achieve this
requirement. The Law establishes a methodology for determining the number of units
the Agency must cause to be produced. At least 15% of all privately developed
residential units within both Project Areas must be affordable to very low-, low- and
moderate -income households, and of this amount, 40% (6% of the total) must be
affordable to very low-income households. By 2004, the Agency should have at least
1,700 affordable units in place. To date, the Agency has caused to be produced 891
affordable units.
The Agency's Financing Team reviewed approaches to raising capital in the spring of
2003. Their review indicated that the best means was to use the Authority. The
structure would entail having the Agency enter into a master loan agreement with the
Authority. Under the Loan Agreement, the Authority would sell bonds and loan the
proceeds from such bond sales to the Agency with the repayment of the loan(s) by the
Agency secured by tax increment revenue from one or both of Agency's
Redevelopment Project Areas. The Authority would use the tax increment from the
loan repayment as a source for repayment to bondholders.
The Resolution presented for consideration to the Agency is to approve the Loan
Agreement (Attachment 1) that facilitates this transaction. The Agreement provides
that the Agency may borrow up to $110,000,000 in loans from the Authority that
would be repaid through tax increment revenue. This maximum loan amount was
determined by identifying the Agency's current financing capacity. Establishing this
maximum loan amount does not obligate the Agency to obtain $110,000,000 in loans.
When the Agency elects to borrow a loan for future projects and programs, the dollar
amount of each loan will be determined by the total funding needs of the projects the
Agency wishes to implement and by the Agency's financing capacity at that time.
Each specific loan must be approved by both the Agency and Authority Boards through
a Supplemental Loan Agreement at the time it is proposed. If a Supplemental Loan
Agreement is approved by both Boards, then the Authority would issue bonds and loan
the money to the Agency. The loan terms would reflect those used for the bond issue.
Tax increment revenue from one or both of the Agency's Project Areas would then be
pledged to repay the loan to provide the Agency and Authority with assurance that the
Loan Agreement and proposed structure of the transaction is consistent with the
Community Redevelopment Law and the law under which the Authority operates (the
Joint Exercise of Powers Act, Gov. Code §6500 et seq.). Agency staff and legal
counsel are recommending, as set forth in the proposed Resolution, that the Agency
authorize Agency legal counsel to initiate a judicial validation procedure in court,
pursuant to Code of Civil Procedure Section 860 et seq., to obtain a judgment
confirming that the Loan Agreement and proposed transaction between the Agency
and Authority are consistent with, and valid under, applicable California law. This will
BS-13-RDA.doc 2
43
also legally preclude any subsequent challenges to the Loan Agreement as well as any
Supplemental Loan Agreement adopted at a future date.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Approve a Resolution of the Redevelopment Agency approving a Loan
Agreement by and between the La Quinta Redevelopment Agency and La Quinta
Financing Authority and authorize Agency Legal Counsel to initiate a validation
action; or
2. Do not approve a Resolution of the Redevelopment Agency approving a Loan
Agreement by and between the La Quinta Redevelopment Agency and La Quinta
Financing Authority and do not authorize Agency Legal Counsel to initiate a
validation action; or
3. Provide staff with alternative direction.
Respectfully submitted,
Development Director
Attachments: 1 . Loan Agreement
BS-13-RDA.doc
Approved for submission by:
70
Thomas P. Genovese, Executive Director
3
44
RESOLUTION NO. RA
A RESOLUTION OF THE LA QUINTA
REDEVELOPMENT AGENCY APPROVING A LOAN
AGREEMENT BETWEEN THE LA QUINTA
REDEVELOPMENT AGENCY AND THE LA QUINTA
FINANCING AUTHORITY
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a
public body, corporate and politic, duly created, established, and authorized
to transact business and exercise its powers, under and pursuant to the
Community Redevelopment Law, Part 1 of Division 24 (commencing with
Section 33000) of the Health and Safety Code of the State of California (the
"Redevelopment Law"); and
WHEREAS, the Agency, among other powers, is authorized by the
Redevelopment Law to borrow money from any public agency for any
redevelopment project within its area of operation; and
WHEREAS, the La Quinta Financing Authority ("Authority") is a joint
powers authority duly created, established, and authorized to transact
business and exercise its powers under and pursuant to the Joint Exercise of
Powers Act, Chapter 5 of Division 7 of Title 1 (commencing with Section
6500) of the Government Code of the State of California (the "JPA Law");
and
WHEREAS, the Authority, among other powers, is authorized by the
JPA Law to make loans to local public agencies; and
WHEREAS, the Agency and Authority propose to enter into a Loan
Agreement pursuant to which the Authority is authorized to loan to the
Agency, and the Agency is authorized to borrow from the Authority, from
time to time and one or more times, in the aggregate amount of not to
exceed One Hundred Ten Million Dollars ($110,000,000), funds from the
proceeds of Authority bonded indebtedness, with individual specific loans to
be effected through Supplemental Loan Agreements separately approved by
the Agency and the Authority, all as described in the Loan Agreement.
NOW, THEREFORE, THE LA QUINTA REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE, ORDER, AND DETERMINE AS FOLLOWS:
Section 1. Each of the above recitals is true and correct and are
incorporated herein.
Section 2. The Loan Agreement, in the form on file with the Agency
Secretary concurrent with the adoption of this Resolution, is hereby
approved, and the Agency Chairman is authorized and directed to sign the
Loan Agreement on behalf of the Agency.
n4
45
Section 3. The Agency's approval of the Loan Agreement and the
adoption of this Resolution are not subject to the California Environmental
Quality Act pursuant to CEQA Guidelines Section 1 5378(b)(4) [California
Code of Regulations Section 1 5378(b)(4)] because the Loan Agreement is a
fiscal activity which does not involve any commitment to any specific project
which may result in a potentially significant physical impact on the
environment.
Section 4. Agency Legal Counsel is authorized and directed to file
and pursue to judgment a validating procedure with respect to the Loan
Agreement in accordance with Code of Civil Procedure Section 860 et seq.
PASSED, APPROVED and ADOPTED this 3 rd day of February 2004, by
the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Terry Henderson, Chairperson
La Quinta Redevelopment Agency
ATTEST:
JUNE S. GREEK, CMC, Agency Secretary
La Quinta Redevelopment Agency
(Agency Seal)
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
nq
46
ATTACHMENT #1
LOAN AGREEMENT
by and between the
LA QUINTA REDEVELOPMENT AGENCY
and
LA QUINTA FINANCING AUTHORITY
Dated as of February 3, 2004
-1; 1 () 6
124/015610-0069
412799.08 aOl/29/04 47
TABLE OF CONTENTS
ARTICLE I DEFINITIONS .......
Page
............................................................................. 2
Section1.01 Definitions ................................................................................................. 2
Section 1.02 Content of Certificates and Opinions ...................................................... I I
Section 1.03 Article and Section Headings and References ........................................ I I
ARTICLEII THELOANS .......................................................................................... 12
Section 2.01 Authorization of Loans ........................................................................... 12
Section 2.02 Terms of the Loans ................................................................................. 12
ARTICLE III ISSUANCE AND DELIVERY OF LOANS; APPLICATION
OFPROCEEDS...................................................................................... 12
Section 3.01 Issuance and Delivery of a Loan; Receipt of Loan ................................. 12
Section 3.02 Application of Proceeds of a Loan .......................................................... 13
ARTICLE IV REDEMPTION ....................................................................................... 13
Section 4.01 Terms of Redemption .............................................................................. 13
Section 4.02 Partial Prepayment .................................................................................. 13
ARTICLE V TAX REVENUES; DEBT SERVICE FUND, REDEMPTION
FUND, RESERVE FUND, AND ACCOUNTS ..................................... 13
Section 5.01 Pledge and Assignment ........................................................................... 13
Section 5.02 Establishment of Debt Service Fund ....................................................... 14
Section 5.03 Establishment of Redemption Fund ......................................................... 14
Section 5.04 Establishment of Reserve Fund .............................................................. 15
ARTICLE VI COVENANTS OF THE AGENCY ......................................................... 16
Section 6.01 Punctual Payment .................................................................................... 16
Section 6.02
Payment of Claims ...................................................................................
16
Section 6.03
Management and Operation of Premises ................................................
17
Section 6.04
Protection of Security and Rights of Authority ......................................
17
Section 6.05
Payments of Taxes and Other Charges ...................................................
17
Section 6.06
Compliance with Law .............................................................................
17
Section 6.07
Books and Accounts; Financial Statements ............................................
17
Section 6.08
Taxation of Leased Property ...................................................................
18
Section 6.09
Disposition of Property ...........................................................................
18
Section 6. 10
Maintenance of Tax Revenues ................................................................
18
Section6.11
Tax Covenants .........................................................................................
19
(a)
Private Business Use Limitation .............................................................
19
(b)
Private Loan Limitation ...........................................................................
19
(c)
Federal Guarantee Prohibition ................................................................
19
(d)
No Arbitrage ...........................................................................................
19
24/015610-0069
412799.08 aO 1129/04 48
Page
(e) Compliance with the Tax Code ............................................................... 19
(f) Covenant Regarding Mortgage Subsidy Bonds ...................................... 19
Section 6.12 Further Assurances .................................................................................. 19
ARTICLE VII THE FISCAL AGENT; INVESTMENT OF MONEYS ........................ 20
Section 7.01 Appointment, Duties, Immunities, and Liabilities of Fiscal
Agent.......................................................................................................
20
Section 7.02
Merger or Consolidation .........................................................................
22
Section 7.03
Liability of Fiscal Agent .........................................................................
22
Section 7.04
Right to Rely on Documents ...................................................................
23
Section 7.05
Preservation and Inspection of Documents .............................................
23
Section 7.06
Compensation and Indemnification ........................................................
23
Section 7.07
Deposit and Investment of Moneys in Funds .........................................
24
Section 7.08
Accounting Records and Financial StatemenM ......................................
24
Section 7.09
Appointment of Co -Fiscal Agent or Agents . ..........................................
24
ARTICLE VIII MODIFICATION OR AMENDMENT OF THE
AGREEMENT........................................................................................ 25
Section 8.01 Amendments Permitted ........................................................................... 25
Section 8.02 Procedure for Amendment with Written Consent of
Bondowners............................................................................................ 26
Section 8.03 Effect of Supplemental Agreements and Modifying Agreements .......... 27
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF
BONDOWNERS.................................................................................... 27
Section 9.01 Events of Default .................................................................................... 27
Section 9.02 Application of Funds Upon Default ........................................................ 29
Section9.03 Non -waiver ............................................................................................. 29
Section 9.04 Remedies Not Exclusive ......................................................................... 30
ARTICLE X MISCELLANEOUS ............................................................................... 30
Section 10.01 Benefits of Agreement Limited to Parties .............................................. 30
Section 10.02 Successor is Deemed Included in All References to Predecessor .......... 30
Section 10.03 Discharge of Agreement ......................................................................... 30
Section 10.04 Waiver of Personal Liability ................................................................... 32
Section 10.05 Notices and Demands on Agency ........................................................... 32
Section 10.06 Partial Invalidity ...................................................................................... 33
Section 10.07 Effective Date of Agreement .................................................................. 33
Section10.08 Governing Law ....................................................................................... 33
Section 10.09 Execution in Counterparts ....................................................................... 33
Exhibit
A — 2004 Housing Projects Loan —Sources and Uses, Debt Service Schedule, Pricing Summary
124/015610-0069
412799.08 A 1 /29/04
W
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of February
3, 2004 ("Effective Date"), by and between the LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic, organized and existing under, and by virtue of, the laws of the
State of California (the "Agency"), and the LA QUINTA FINANCING AUTHORITY, a joint
powers authority organized and existing under the laws of the State of California (the
"Authority").
WITNESSETH:
WHEREAS, the Agency is a redevelopment agency, a public body, corporate and politic,
duly created, established and authorized to transact business and exercise powers under and
pursuant to the provisions of the Community Redevelopment Law of the State of California (the
"Law"), including the power to issue bonds, notes and other obligations for any of its corporate
purposes; and
WHEREAS, redevelopment plans (the "Plans") for certain redevelopment projects (the
"Projects") have been adopted and approved and all requirements of law for, and precedent to,
the adoption and approval of said Plans have been duly complied with; and
WHEREAS, the Law authorizes the Agency to accept financial assistance from any
public or private entity, including loans, to enable the Agency to finance the cost of such
redevelopment; and
. WHEREAS, the Authority has determined to issue its Authority Loans (the "Loans") and
the Agency has determined to accept the Loans, all pursuant to and secured by this Agreement
and by Supplemental Agreements providing for the issuance of such Loans, all in the manner
provided herein; and
WHEREAS, in order to establish and declare the terms and conditions upon which the
Loans are to be issued and secured and to secure the payment of the principal thereof and interest
and premium, if any, thereon, the Agency and Authority have authorized the execution and
delivery of this Agreement; and
WHEREAS, the proceeds of the Loans shall be used by the Agency for any
redevelopment purpose consistent with the terms of this Agreement and applicable Supplemental
Agreement, including but not limited to, for the purpose of (i) advance refunding and legally
defeasing certain outstanding bonds and loans of the Agency; (ii) providing for certain costs of
issuing the Loans; and (iii) providing funds to implement the Plans for the Projects; and
WHEREAS, the Authority has determined that all acts and proceedings required by law
necessary to make the Loans, when executed by the Authority and duly issued, the valid, binding
and legal special obligations of the Authority, and to constitute this Agreement a valid and
binding agreement for the uses and purposes herein set forth in accordance with its terms, have
been done and taken, and the execution and delivery of the Agreement have been in all respects
duly authorized; and
24/015610-0069 30
412799.08 a01/29/04
WHEREAS, the Agency has determined that all acts and proceedings required by law
necessary to accept the Loans, when executed by the Agency and duly issued, the valid, binding
and legal special obligations of the Agency, and to constitute this Agreement a valid and binding
agreement for the uses and purposes herein set forth in accordance with its terms, have been
done and taken, and the execution and delivery of the Agreement have been in all respects duly
authorized;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that in order to secure the
payment of the principal of, and the interest and premium, if any, on, all the Loans at any time
issued and Outstanding under this Agreement, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth, and
to declare the terms and conditions upon and subject to which the Loans are to be issued and
received, and in consideration of the promises and of the mutual covenants herein contained, and
for other valuable considerations, the sufficiency and receipt whereof is hereby acknowledged,
the Agency and Authority do hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Unless the context otherwise requires, the terms defined in this Section 1.01, for all
purposes of this Agreement, of any Supplemental Agreement (provided that any of such terms
may be redefined or made not applicable with respect to a Loan by the provisions of the
applicable Supplemental Agreement hereto, or of any Modifying Agreement consistent with
Article VIII hereof, or of any certificate, opinion, or other document herein mentioned), shall
have the meanings herein specified or as specified in the Indenture or any Supplemental
Indenture:
"Agency" means the La Quinta Redevelopment Agency, a public body, corporate and
politic, established under the Law.
"Agreement" means this Loan Agreement, entered into by the Agency and Authority, and
as it may be amended or supplemented by any Supplemental Agreement adopted pursuant to the
provisions hereof
"Alternative Reserve Account Security" means one or more letters of credit, surety bond,
or bond insurance policies, for the benefit of the Fiscal Agent in substitution for or in place of all
or any portion of the Reserve Requirement.
"Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on
the Outstanding Loans in such Bond Year and (b) the principal amount of the Outstanding Loans
payable by their terms or to be redeemed from sinking fund payments in such Bond Year.
"Bond Counsel" means legal counsel duly licensed in the State of California and
practicing as such under the laws of the State of California, engaged by Agency for the purpose
of advising the Agency with respect to the issuance of the Bonds and providing the opinions
required of Bond Counsel in connection with such issuance.
' 24/015610-0069 �y
412799.08 a01/29/04 -2
"Bond Insurer" means the Issuer of the Qualified Surety Bond as specified in the
indenture or Supplemental Agreement.
"Bondowner" or "Owner of Bonds," or any similar term means any person who shall be
the registered owner or his duly authori ' zed attorney, trustee or representative. For the purpose of
Bondowners' voting rights or consents, Bonds owned by or held for the account of the Agency
shall not be counted.
"Bond Year" means, with respect to the Loans, the twelve-month period extending ftom
September 2 in any year to the following September I-, both dates inclusive; provided, however,
that the first Bond Year shall begin on the Closing Date and end on the next occurring September
1, and with respect to any Parity Debt, the meaning ascribed in any Supplemental Agreement
relating thereto.
"Bonds" means the Bonds specified in any Supplemental Agreement.
"Business Day" means any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York and Los Angeles, California, or either of them, are
authorized or obligated by law to be closed.
"Chairperson" or "Chair" means the chairperson of the Agency appointed pursuant to
Section 33113 of the Health and Safety Code of the State of California, or other duly appointed
officer of the Agency authorized by the Agency by resolution or bylaw to perform the functions
of the chairperson in the event of the chairperson's absence or disqualification.
"City" means the City of La Quinta, California.
"Closing Date" means any date upon which there is a physical delivery of any series of
the Bonds 'in exchange for an amount representing the purchase price of the Bonds by the
original purchaser.
"Code" or "Tax Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a provision of the Code shall be deemed to include the applicable Tax Regulations
promulgated with respect to such provision.
"County" means the County of Riverside, California.
"County Assessor" means the person who holds the office in the County in which the
Agency is located designated as the County Assessor, or one of his or her duly appointed
deputies, or any person or persons performing substantially the same duties in the event said
office is ever abolished or changed.
"County Auditor -Controller" means the person who holds the office in the County in
which the Agency is located designated as the County Auditor -Controller, or one of his or her
duly appointed deputies, or any person or persons performing substantially the same duties in the
event said office is ever abolished or changed.
"Debt Service Fund" means the:ftmd by that name established by Section 5.02.
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"Effective Date" is defined in Section 10.07 hereof
"Event of Default" means any of the events described in Section 9.01 hereof.
"Executive Director" means the executive director of the Agency appointed pursuant to
the Law, or other duly appointed officer of the Agency authorized by the Agency by resolution
or by law to perform the Rinctions of the executive director including, without limitation, any
deputy executive director of the Agency.
"Fiscal Agent" means the Fiscal Agent appointed by the Agency and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
and any other corporation or association which may at any time be substituted in its place, as
provided in Section 7.01.
"Fiscal Year" means any twelve-month period extending from July I in one calendar year
to June 30 of the succeeding calendar year, both inclusive, or any other twelve-month period
hereafter selected and designated by the Agency as its official fiscal year period.
"Indenture" means that Indenture of Trust specified in any Supplemental Agreement.
"Independent Certified Public Accountant" means any accountant or firm of such
accountants duly licensed or registered or entitled to practice and practicing as such under the
laws of the State of California, appointed by the Agency, and who, or each of whom:
(1) is in fact independent and not under domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
1 T11 I
(3) is not connected with the Agency as an officer or employee of the Agency,
but who may be regularly retained to make reports to the Agency.
"Independent Financial Consultant" means any financial consultant or firm of such
consultants appointed by the Agency, and who, or each of whom:
(1) is in fact independent and not under domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
and
(3) is not connected with the Agency as an officer or employee of the Agency,
but who may be regularly retained to make reports to the Agency.
"Interest Payment Date" means any Interest Payment Date as specified in any
Supplemental Agreement.
"La Quinta Redevelopment Agency Project Loans" is defined in Section 2.01 hereof.
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"Law" means the Community Redevelopment Law of the State of California, constituting
Part I (commencing with Section 33000) of Division 24 of the Health and Safety Code of the
State of California, and the acts amendatory thereof and supplemental thereto.
"Loans" means, collectively, one or more loan(s) issued pursuant to one or more
Supplemental Agreement(s), in an aggregate principal amount not to exceed One Hundred Ten
Million Dollars ($110,000,000. 00).
"Modifying Agreement, " as described in Section 8.01 of this Agreement, means an
agreement, resolution or other instrument then in fall force and effect which has been duly
approved by the Agency and Authority, amendatory of or supplemental to this Agreement, or a
Supplemental Agreement but only if and to the extent that such Supplemental Agreement is
specifically authorized hereunder.
"Outstanding Bonds" means the Bonds which have not been fully defeased.
"Outstanding Loans" means the Loans which have not been fully repaid or discharged.
"Parity Debt" means any past and future bonds, notes, loans, advances, or indebtedness
issued or incurred by the Agency on a parity with the Loans, or any of them in accordance with
the provisions of the applicable Indenture and/or Supplemental Agreement.
"Permitted Investment", except as modified or amended by any Indenture or
Supplemental Agreement, means any of the following:
A. The following obligations may be used as Permitted Investments for all
purposes, including defeasance investments in refunding escrow accounts*-
(1) Cash (insured at all times by the Federal Deposit Insurance
Corporation);
(2) Obligations of, or obligations guaranteed as to principal and
interest by, the United States of America or any agency or
instrumentality thereof, when such obligations are backed by the
full faith and credit of the United States of America, including:
(a) U.S. Treasury obligations;
(b) All direct or fully guaranteed obligations;
(c) Farmers Home Administration;
(d) General Services Administration;
(e) Guaranteed Title XI financing;
(f) Government National Mortgage Association (GNMA);
(g) State and Local Government Series;
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4
(3) Obligations of government -sponsored agencies that are not backed
by the full faith and credit and the United States of America:
(a) Federal Home Loan Mortgager Corp. (FHLMQ Debt
obligations;
(b) Farm Credit System (formerly Federal Land Banks, Federal
Intermediate Credit Banks, and Banks for Cooperatives);
(c) Federal Home Loan Banks (FHL Banks);
(d) Federal National Mortgage Association (FNMA) Debt
obligations;
(e) Financing Corp. (FICO) Debt obligations;
(f) Resolution Funding Corp. (RESCORP) Debt obligations;
(g) U. S. Agency for International Development (USAID)
Guaranteed notes.
Any security used for defeasance must provide for timely payment
of principal and interest and cannot be callable or pre -payable prior
to maturity or earlier redemption of the rated debt (excluding
securities that do not have a fixed par value and/or whose terms do
not promise a fixed dollar amount at maturity or call date).
USAID securities must mature at least four business days before
the appropriate payment date.
B. Bond Insurer will allow the following obligations to be used as Permitted
Investments for all purposes other than defeasance investments in
re:ftmding escrow accounts:
(1) Obligations of any of the following federal agencies which
obligations represent the fall faith and credit of the United States
of America, including:
(a) Import -Export Bank;
(b) Rural Economic Community Development Administration;
(c) U.S. Maritime Administration;
(d) Small Business Administration;
(e) U.S. Department of Housing & Urban Development
(PHAs);
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(f) Federal Housing Administration;
(g) Federal Financing Bank;
(2) Direct obligations of any of the following federal agencies which
obligations are not fully guaranteed by the full faith and credit of
the United States of America:
(a) Senior debt obligations issued by the Federal National
Mortgage Association (FNMA) or Federal Home Loan
Mortgage Corporation (FHLMC);
(b) Obligations of the Resolution Funding Corporation
(REFCORP);
(c) Senior debt obligations of the Federal Home Loan Bank
System;
(d) Senior debt obligations of other Government Sponsored
Agencies approved by Ambac;
(3) U.S. dollar denominated deposit accounts, federal fimds and
banker's acceptances with domestic commercial banks which have
a rating on their short term certificates of deposit on the date of
purchase of "P-I" by Moody's and "A -I" or "A-1+" by S&P and
maturing not more than 360 calendar days after the date of
purchase (Ratings on holding companies are not considered as the
rating of the bank);
(4) Commercial paper which is rated at the time of purchase in the
single highest classification, 'T I " by Moody's and "A- I +" by S&P
and which matures not more than 270 calendar days after the date
of purchase;
(5) Investments in a money market ftmd rated "AAAm" or "AAAm-
G" or better by S&P;
(6) Pre -funded Municipal Obligations defined as follows: any bonds
or other obligations of any state of the United States of America or
of any agency, instrumentality, or local governmental unit of any
such state which are not callable at the option of the obligor prior
to maturity or as to which irrevocable instructions have been given
by the obligor to call on the date specified in the notice; and
(a) which are rated, based on an irrevocable escrow account or
fimd (the "escrow"), in the highest rated category of
Moody's or S&P or any successors thereto; or
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(b) (i) which are fully secured as to principal and interest and
redemption premium, if any, by an escrow consisting only
of cash or obligations described in paragraph (A)(2) above,
which escrow may be applied only to the payment of such
principal of and interest and redemption premium, if any,
on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates
pursuant to such irrevocable instructions, as appropriate,
and (ii) which escrow is sufficient, as verified by a
nationally recognized independent certified public
accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations
described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above,
as appropriate;
(7) Municipal obligations rated as "Aaa/AAAS" or general obligations
of States with a rating of "AVA" or higher by both Moody's and
S&P;
(8) Investment agreements approved in writing by Bond Insurer
(supported by appropriate opinions of counsel); and
(9) Other forms of investments (including repurchase agreements)
approved in writing by Bond Insurer.
C. The value of the above investments shall be determined as of the end of
each month, as follows:
(1) For securities
(a) The closing bid price quoted by Interactive Data Systems,
Inc., or
(b) a valuation performed by a nationally recognized and
accepted pricing service acceptable to Bond Insurer whose
valuation method consists of the composite average of
various bid price quotes on the valuation date; or
(c) the lower of two dealer bids on the valuation date. The
dealers or their parent holding companies must be rated as
at least investment grade by Moody's and S&P and must be
market makers in the securities being valued.
(2) As to certificates of deposit and banker's acceptances: the face
amount thereof, plus accrued interest; and
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(3) As to any investment not specified above: the value thereof
established by prior agreement between the Authority, Agency,
Fiscal Agent, and Bond Insurer.
"Pledged Tax Revenues" means any Tax Revenues pledged to repayment of principal and
interest, and premium if any, of any Loan pursuant to any Supplemental Agreement.
"Project Area" means the territory within the boundary of the Redevelopment Project as
delineated in the Redevelopment Plan.
"Principal Payment Date" means the date in each year in which any of the Loans mature
by their respective terms as specified in any Supplemental Agreement; and with respect to any
Parity Debt means the stated maturity date of such Parity Debt as specified in any Supplemental
Agreement.
"Qualified Surety Bond" means an insurance policy or surety bond issued by a company
licensed to issue an insurance policy or surety, the claims -paying ability of which is rated in the
highest category by A.M. Best & Company (if rated by such), S&P, and Moody's as specified in
any Indenture or Supplemental Agreement.
"Redemption Fund" means the Fund by that name established by Section 5.03 hereof.
"Redevelopment Consultant" means any consultant or firm of consultants appointed by
the Agency and judged by the Agency to have experience in matters relating to the collection of
Tax Revenues or otherwise with respect to financing in redevelopment project areas, and who, or
each of whom:
(1) is in fact independent and not under domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
and
(3) is not connected with the Agency as an officer or employee of the Agency,
but who may be regularly retained to make reports to the Agency.
"Redevelopment Plan" means the redevelopment plan adopted for a Redevelopment
Project as may be specified in the applicable Supplemental Agreement.
"Redevelopment Project" means the redevelopment project that may be defined in the
applicable Supplemental Agreement, which Redevelopment Project may be defined by reference
to a specific Project Area.
"Report" means a Report in writing signed by an Independent Certified Public
Accountant, Independent Financial Consultant or Redevelopment Consultant and including:
(1) a statement that the person or firm making or giving such Report has read
the pertinent provisions of this Agreement and the Supplemental Agreement(s) to which
such Report relates;
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(2) a brief statement as to the nature and scope of the examination or
investigation upon which the Report is based; and
(3) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said consultant to
express an informed opinion with respect to the subject matter referred to in the Report.
"Reserve Fund" means the account by that name established and held by the Fiscal Agent
pursuant to Section 5.04 hereof.
"Reserve Requirement" means, with respect to the Bonds, the reserve required to be set
aside in the Reserve Fund pursuant to the terms of any Indenture or Supplemental Indenture.
"State" means the State of California.
"Supplemental Agreement" means the loan agreement or a resolution or other instrument,
then in full force and effect which has been duly approved by the Agency and Authority, which
effects a specific Loan in implementation of this Agreement.
"Tax Regulations" means temporary and permanent regulations promulgated under
Section 163 and related provisions of the Code.
"Tax Revenue Certificate" means a written certificate of the Agency identifying the
amount of Tax Revenues shown on the records of the County Assessor to be received by the
Agency in either the current Bond Year or the next Bond Year.
"Tax Revenues" means that portion of taxes levied upon taxable property in the Project
Area and received by the Agency on or after the date of issue of any Bonds for the Project Area
of the Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the
Constitution of the State of California, or pursuant to other applicable State laws, and as
provided in the applicable Redevelopment Plan, and (to the extent permitted by law) all
payments, subventions and reimbursements, if any, to the Agency specifically attributable to ad
valorem taxes lost by reason of tax exemptions and tax rate limitations.
"Treasurer" means the treasurer of the Agency appointed pursuant to the Law, or other
duly appointed officer of the Agency authorized by the Agency to perform the functions of the
treasurer including, without limitation, the Executive Director of the Agency.
"Trustee" means the entity, or any lawful and approved successor, appointed pursuant to
any Indenture and/or Supplemental Agreement.
"Written Request of the Agency" means an instrument in writing signed by either the
Chairman (or Vice Chairman in the Chairman's absence), the Executive Director, the Deputy or
Assistant Executive Director, or the Finance Director, or by any other officer of the Agency duly
authorized by the Agency for that purpose.
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Section 1.02 Content of Certificates and Opinions.
Every certificate or opinion provided for in this Agreement with respect to compliance
with any provision hereof shall include (1) a statement that the person making or giving such
certificate or opinion has read such provision and the definitions herein relating thereto; (2) a
brief statement as to the nature and scope of the examination or investigation upon which the
certificate or opinion is based; (3) a statement that, in the opinion of such person, he has made or
caused to be made such examination or investigation as is necessary to enable him to express an
informed opinion with respect to the subject matter referred to in the instrument to which his
signature is affixed; and (4) a statement as to whether, in the opinion of such person, such
provision has been complied with.
Any such certificate or opinion made or given by an officer of the Agency may be based,
insofar as it relates to a legal matter, upon a certificate or opinion of or representation by Bond
Counsel, or insofar as it related to an accounting matter, upon a certificate or opinion of or
representation by an Independent Financial Consultant, Independent Certified Public
Accountant, or a Redevelopment Consultant, unless such officer knows, or in the exercise of
reasonable care should have known, that the certificate, opinion, or representation with respect to
the matters upon which such certificate, opinion, or representation may be based, as aforesaid, is
erroneous. Any such certificate, opinion, or representation made or given by Bond Counsel or an
Independent Financial Consultant, Independent Certified Public Accountant or a Redevelopment
Consultant, may be based, insofar as it relates to factual matters (with respect to which
information is in the possession of the Agency) upon a certificate or opinion of or representation
by an officer of the Agency, unless such Bond Counsel or an Independent Financial Consultant,
Independent Certified Public Accountant, or Redevelopment Consultant knows, or in the
exercise of reasonable care, should have known, that the certificate or opinion or representation
with respect to the matters upon which such person's certificate or opinion or representation may
be based is erroneous. The same officer of the Agency, or the same Bond Counsel or
Independent Financial Consultant, Independent Certified Public Accountant, or Redevelopment
Consultant, as the case may be, need not certify to all of the matters required to be certified under
any provision of this Agreement, but different officers, Bond Counsel or Independent Financial
Consultant, Independent Certified Public Accountant, or Redevelopment Consultants may certify
to different matters.
Section 1.03 Article and Section Headings and References.
The headings or titles of the several Articles and Sections hereof, and any table of
contents appended to copies hereof, shall be solely for convenience of reference and'shall not
affect the meaning, construction, or effect of this Agreement. All references herein to "Articles,"
"Sections" and other subdivisions are to the corresponding Articles, Sections, or subdivisions of
this Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article, Section, or
subdivision hereof; and words of the masculine gender shall mean and include words of the
feminine and neuter genders, and vice -versa.
.19
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ARTICLE II
THELOANS
Section 2.01 Authorization of Loans.
The Authority hereby authorizes the issuance and delivery of Loans hereunder in an
aggregate amount not to exceed One Hundred Ten Million Dollars ($110,000,000.00), and the
Agency hereby authorizes the acceptance and receipt of Loans hereunder in an aggregate amount
not to exceed One Hundred Ten Million Dollars ($110,000,000.00). The Loans shall constitute
special obligations of the Agency and are to be issued and delivered by the Authority to the
Agency, and accepted and received by the Agency, from time to time pursuant to Supplemental
Agreements, for use by the Agency for purposes not inconsistent with the terms of this
Agreement and the applicable Supplemental Agreement. Such Loans are hereby collectively
designated the "La Quinta Redevelopment Agency Project Loans." This Agreement constitutes a
continuing agreement by the Agency, in favor of the Authority, to secure the full payment of the
principal and interest on all such Loans, subject to the covenants, provisions, and conditions
herein and contained in the applicable Supplemental Agreement. Loans in unlimited amounts
may be issued at any time under and subject to the terms of this Agreement. All acts, conditions
and things required by law to exist, happen, or be performed precedent to and in connection with
the issuance of the Loans do exist, have happened, and have been performed in due time, form,
and manner as required by law, and the Authority is duly authorized, pursuant to each and every
requirement of law, to issue and deliver the Loans, and the Agency is duly authorized, pursuant
to each and every requirement of law, to accept and receive the Loans, in the manner and form
provided in this Agreement.
Section 2.02 Terms of the Loans.
The Loans shall be paid in installments of principal and interest. The principal
component of a Loan shall be payable five Business Days prior to each Interest Payment Date in
each of the years and in the amounts, and interest on each installment of principal of the Loans
shall be calculated at the rates per annum, as specified in the applicable Supplemental
Agreement. Interest on each installment of principal of a Loan shall be calculated on the basis of
a 360-day year of twelve 30-day months and will accrue on each installment of principal from
and including the Closing Date, to but not including the Interest Payment Date with respect to
which such installment of principal is payable. Interest accrued on each installment of principal
of a Loan will be payable at least five (5) Business Days prior to each Interest Payment Date.
Any installment of principal and interest which is not paid when due shall continue to accrue
interest from and including the Interest Payment Date with respect to which such principal or
interest is payable.
ARTICLE III
ISSUANCE AND DELIVERY OF LOANS; APPLICATION OF PROCEEDS
Section 3.01 Issuance and Delivery of a Loan; Receipt of Loan.
At any time after the execution of this Agreement, and, from time to time, after the
execution of the applicable Supplemental Agreement providing for the issuance and delivery of a
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Loan, the Authority may execute and deliver such Loan to the Agency and the Fiscal Agent, and
the Agency and Fiscal Agent, pursuant to this Agreement and the applicable Supplemental
Agreement, shall accept and receive such Loan in accordance with the terms of this Agreement
and applicable Supplemental Agreement.
Section 3.02 Application of Proceeds of a Loan.
The Loan proceeds received shall be deposited by the Fiscal Agent in the funds and
accounts established under the applicable Supplemental Agreement, all as shall be more
particularly directed in the Supplemental Agreement authorizing the issuance of such Loan. For
record keeping purposes, the Fiscal Agent may establish such accounts as may be necessary to
reflect receipt of funds.
ARTICLE IV
REDEMPTION
Section 4.01 Terms of Redemptio .
(a) A Loan may be made subject to optional redemption as provided in the
Supplemental Agreement providing for the issuance of such Loan.
(b) A Loan may be made subject to mandatory sinking fund redemption as
provided in the Supplemental Agreement providing for the issuance of such Loan.
Section 4.02 Partial Prepayme .
Whenever provision is made in this Agreement or in the applicable Supplemental
Agreement for the prepayment of less than all of a Loan, the Loan to be prepaid shall be selected
by the Agency in any manner which the Agency in its sole discretion shall deem fair and
appropriate.
ARTICLE V
TAX REVENUES; DEBT SERVICE FUND, REDEMPTION FUND, RESERVE FUND, AND
ACCOUNTS
Section 5.01 Pledge and Assignme .
(a) Subject only to the provisions of this Agreement and the applicable
Supplemental Agreement permitting the application thereof for the purposes and on the
terms and conditions set forth herein and therein, all of the Pledged Tax Revenues with
respect to a Loan and any other amounts held in any fund or account established pursuant
to the Supplemental Agreement providing for the issuance of such Loan are hereby
pledged by the Agency to secure the payment of the principal of and interest and
premium, if any, on such Loan in accordance with the provisions of this Agreement and
the applicable Supplemental Agreement. Said pledge shall constitute a lien on and
security interest in such monies and shall attach, be perfected and be valid and binding
from and after execution of such Supplemental Loan Agreement by the Agency and
Authority, upon the physical delivery thereof.
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21,
. (b) Subject to the provisions of this Agreement, the Agency hereby assigns to
the Fiscal Agent, for the benefit of the owners from time to time of such Loans, all of the
Pledged Tax Revenues with respect to such Loans. The Agency shall collect and receive,
or cause to be collected and received by the Fiscal Agent, all of the Pledged Tax
Revenues, and Pledged Tax Revenues collected or received by the Agency, or collected
and received by the Fiscal Agent on behalf of the Agency, shall be deemed to be held,
and to have been collected or received, by the Agency and shall be paid to the Fiscal
Agent as set forth herein and in the applicable Supplemental Agreement provided. All
Pledged Tax Revenues deposited with the Fiscal Agent shall be held, disbursed, allocated
and applied by the Fiscal Agent only as provided in this Agreement and the applicable
Supplemental Agreement.
Section 5.02 Establishment of Debt Service Fund.
The Agency shall establish with the Fiscal Agent, pursuant to the Supplemental
Agreement providing for the issuance of a Loan, a special fund designated as the "[appropriate
designation) Debt Service Fund". All Pledged Tax Revenues shall be transferred, not more than
two times per calendar year immediately prior to an interest payment date, to the Fiscal Agent by
the Agency and deposited by the Fiscal Agent upon receipt thereof in the Debt Service Fund.
Amounts in the Debt Service Fund shall be used and withdrawn by the Fiscal Agent solely for
the purpose of paying the principal and interest on the Loan authorized to be issued by such
Supplemental Agreement as it shall become due and payable.
Except as may be otherwise provided in any Supplemental Agreement, the Agency shall
not be obligated to transfer to the Fiscal Agent for deposit in the Debt Service Fund in any Bond
Year an amount of Pledged Tax Revenues which, together with other available amounts in the
Debt Service Fund, exceeds the amounts required to pay principal and interest on such Loan
coming due in such Bond Year. In the event that for any reason whatsoever any amounts shall
remain on deposit in the Debt Service Fund on any date subsequent to an Interest Payment Date,
the Fiscal Agent shall withdraw such amounts from the Debt Service Fund and transfer such
amounts to the Agency, to be used for any lawful purposes of the Agency.
Section 5.03 Establishment of Redemption Fund.
The Agency shall establish with the Fiscal Agent pursuant to the Supplemental
Agreement providing for the issuance of a Loan, a special fimd designated as the "[appropriate
designation] Redemption Fund." No less than thirty (30) days preceding any date on which the
Loan is to be prepaid pursuant to Section 4.01 (a), the Agency shall deposit with the Fiscal Agent
for deposit in the Redemption Fund an amount required to pay the principal of, and premium, if
any, on the Loans to be prepaid pursuant to Section 4.01 (a). All moneys in the Redemption Fund
shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the principal of
and premium, if any, on the Loans to be prepaid pursuant to Section 4.01 (a), on the date set for
such prepayment. In the event that for any reason whatsoever any amounts shall remain on
deposit in the Redemption Fund on any date subsequent to payment made pursuant to Section
4.01(a), the Fiscal Agent shall withdraw such amounts from the Redemption Fund and transfer
such amounts to the Agency, to be used for any lawful purposes of the Agency.
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Section 5.04 Establishment of Reserve Fund.
(a) The Agency shall establish with the Fiscal Agent pursuant to the
Supplemental Agreement providing for the issuance of a Loan a special fund designated
as the "[appropriate designation] Reserve Fund". In the event the amount on deposit in
the Reserve Fund at any time becomes less than the Reserve, Requirement, the Fiscal
Agent shall promptly notify the Agency of such fact to the extent known by the Fiscal
Agent. Promptly upon receipt of any such notice, the Agency shall transfer to the Fiscal
Agent an amount sufficient to maintain the Reserve Requirement on deposit in the
Reserve Fund. If there shall then not be sufficient Pledged Tax Revenues to transfer an
amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Fund,
the Agency shall be obligated to continue making transfers of Pledged Tax Revenues as
Pledged Tax Revenues become available until there is an amount sufficient to maintain
the Reserve Requirement on deposit in the Reserve Fund. No such transfer and deposit
need be made to the Reserve Fund so long as there shall be on deposit therein a sum at
least equal to the Reserve Requirement. All money in the Reserve Fund shall be used
and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Debt
Service Fund, in the event of any deficiency at any time in the Debt Service Fund as
required herein or by an applicable Modifying Agreement or Supplemental Agreement,
except that so long as the Agency is not in default hereunder, any amount in the Reserve '
Fund in excess of the Reserve Requirement shall be withdrawn from the Reserve
Requirement by the Fiscal Agent upon Written Request of Agency and returned to
Agency. All amounts in the Reserve Fund on the final Interest Payment Date shall be
withdrawn from the Reserve Fund and shall be transferred either (i) to the Debt Service
Fund, to the extent required to make the deposits then required to be made pursuant to
Section 5.02, or (ii) if the Agency shall have caused to be deposited in the Debt Service
Fund an amount then sufficient, the Fiscal Agent shall upon the Written Request of
Agency transfer such remaining amount to the Agency.
(b) The Agency reserves the right to substitute, at any time and from time to
time, one or more forms of Alternative Reserve Account Security, approved in writing by
the Bond Insurer, from a financial institution, the long-term unsecured obligations of
which are rated to the Bond Insurer's satisfaction, in substitution for or in place of all or
any portion of the Reserve Requirement, under the terms of which the Fiscal Agent is
unconditionally entitled to draw amounts when required for the purposes hereof. Upon
deposit by the Agency with the Fiscal Agent of any such Alternative Reserve Account
Security, the Fiscal Agent shall withdraw from the Reserve Fund and transfer to the
Agency an amount equal to the principal amount of such Alternative Reserve Account
Security.
(c) If and to the extent that the Reserve Fund has been funded with a
combination of cash (or Permitted Investments) and Alternative Reserve Account
Security, all such cash (or Permitted Investments) shall be completely used before any
demand is made on such Alternative Reserve Account Security, and replenishment of
such Alternative Reserve Account Security shall be made prior to any replenishment of
any such cash (or Permitted Investment), unless otherwise directed by Written Request of
Agency. If the Reserve Fund is funded, in whole or in part, with more than one form of
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Alternative Reserve Account Security, any draws made against such Alternative Reserve
Account Security shall be made pro rata unless otherwise directed by Written Request of
Agency. If it is necessary to make a draw upon an Alternative Reserve Account Security,
the Fiscal Agent shall deliver to a demand for payment, in such form as required by such
Alternative Reserve Account Security may require, at least three (3) days prior to the date
on which the funds from such draw are needed. The Fiscal Agent shall maintain
adequate records as to the amount available to be drawn at any given time under such
Alternative Reserve Account Security.
(d) If during any Bond Year (i) Pledged Tax Revenues remain after providing
(or otherwise reserving) all payments required to be made pursuant to Section 5.02 during
the entirety of such Bond Year, (ii) the amounts on deposit in the Reserve Fund and in
any debt service reserve account established with respect to any Parity Debt, are equal to
or exceed their respective required levels, (iii) any Alternative Reserve Account Security
used to fund the Reserve Fund or any debt service reserve accounts established with
respect to any Parity Debt are fully replenished and all interest on amounts advanced
under the Alternative Reserve Account Security has been paid to the provided thereof,
and (iv) the Agency is not default hereunder, then any such Pledged Tax Revenues may
be used by the Agency for any lawful purpose, including but not limited to early
redemption or purchase of the Bonds and Parity Debt, as provided in the Indenture and
permitted by the Law.
ARTICLE VI
COVENANTS OF THE AGENCY
Section 6.01 Punctual Payme .
The Agency shall punctually pay or cause to be paid the principal and interest to become
due in respect of all the Loans in strict conformity with the terms of the Loans and of this
Agreement and applicable Supplemental Agreement, but only out of the Tax Revenues and other
assets pledged for such payment as provided in the applicable Supplemental Agreement, and it
shall faithfully observe and perform all of the conditions, covenants, and requirements of this
Agreement and all Supplemental Agreements and of the Loans. Nothing herein contained shall
prevent the Agency from making advances of its own moneys howsoever derived to any of the
uses or purposes permitted by law.
Section 6.02 Payment of Claims.
The Agency shall pay and discharge, or cause to be paid and discharged, any and all
lawful claims for labor, materials, or supplies which, if unpaid, might become a lien or charge
upon the properties owned by the Agency or upon the Pledged Tax Revenues or other amounts
pledged to the payment of the Loans, or any part thereof, or upon any funds in the hands of the
Fiscal Agent, or which might impair the security of the Loans. The Agency shall not be required
to make any such payment so long as the Agency in good faith shall contest the validity of such
claims.
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412799.08 a01/29/04 65'
Section 6.03 Mannement and Operation of Premises.
The Agency shall manage and operate all properties owned by the Agency and
comprising any part of any Redevelopment Project in a sound and businesslike manner, and shall
keep such properties insured at all times in conformity with sound business practice.
Section 6.04 Protection of Security and Rights of Authority.
The Agency shall preserve and protect the security of the Loans and the rights of the
Authority and shall warrant and defend their rights against all claims and demands of all * persons.
From and after the issuance and delivery of any of the Loans by the Authority to the Agency and
the receipt thereof by the Agency, the Loans shall be incontestable by either the Authority or
Agency.
Section 6.05 Payments of Taxes and Other Charges.
The Agency shall pay and discharge, or cause to be paid and discharged, all taxes, service
charges, assessments, and other governmental charges which may hereafter be lawfully imposed
upon the Agency or the properties then owned by the Agency in any Redevelopment Project, or
upon the revenues therefrom, when the same shall become due. Nothing herein contained shall
require the Agency to make any such payment so long as the Agency in good faith shall contest
the validity of said taxes, assessments, or charges. The Agency shall duly observe and conform
to all valid requirements of any governmental authority relative to any Redevelopment Project or
any part thereof
Section 6.06 Compliance with Law.
The Agency shall comply with all applicable provisions of the Law in implementing any
Redevelopment Project including, without limitation, duly noticing and holding any public
hearing required by either Section 33445 or 33679 of the Law prior to application of proceeds of
the Bonds to any portion of any Redevelopment Project which application is subject to either
Section 33445 or 33679.
Section 6.07 Books and Accounts; Financial Statements.
The Agency shall keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Agency and the City, in which complete and
correct entries will be made of all transactions relating to all of the Redevelopment Projects, the
Tax Revenues, the Debt Service Fund, Redemption Fund, and Reserve Fund. Such books of
record and accounts shall at all times during business hours be subject, upon prior written
request, to the inspection of the Fiscal Agent and the Bondowners of not less than ten percent
(10%) of the principal amount of the then -Outstanding Bonds, or their representatives authorized
in writing.
The Agency shall cause to be prepared and filed with the Fiscal Agent annually, within
one hundred eighty (180) days after the close of each Fiscal Year, so long as there were any
Outstanding Loans in such Fiscal Year, complete audited financial statements with respect to
such Fiscal Year showing the Tax Revenues, all disbursements from the Tax Revenues and the
' 24/015610-0069 -17- 16
412799.08 a01/29/04
financial condition of the Redevelopment Projects, including the balances in all funds and
accounts relating to the Redevelopment Projects, as of the end of such fiscal year which
statement shall be accompanied by a certificate or opinion in writing of an Independent Certified
Public Accountant. The Agency will ftimish a copy of such statements, upon reasonable written
request, to any Bondowner.
Section 6.08 Taxation of Leased Property.
Whenever any property in any of the Redevelopment Projects has been redeveloped and
thereafter is leased by the Agency to any person or persons (other than the City) or whenever the
Agency leases real property in any of the Redevelopment Projects to any person or persons
(other than the City) for redevelopment, the property shall be assessed and taxed in the same
manner as privately owned property, as required by Section 33673 of the Law.
Section 6.09 Disposition of Property.
The Agency shall not authorize the disposition of any land or real property in any of the
Redevelopment Projects to anyone which will result in such property becoming exempt from
taxation because of public ownership or use or otherwise (except property dedicated for public
right-of-way and except property planned for public ownership or public use pursuant to the
Redevelopment Plan in effect on the date of the applicable Supplemental Agreement) so that
such disposition shall, when taken together with other such dispositions, aggregate more than ten
percent (10%) of the land area in such Redevelopment Project unless such disposition is
permitted as described below. If the Agency proposes to make such a disposition, it will
thereupon appoint a Redevelopment Consultant to report on the effect of said proposed
disposition. If the report of the Redevelopment Consultant concludes that the security of such
Loan will not be materially impaired by said proposed disposition, and that taxes allocated to the
Agency will not be significantly diminished by the proposed disposition, the Agency may
thereafter make such disposition. If said report concludes that taxes allocated to the Agency will
be significantly diminished or that such security or rights will be materially impaired by' said
proposed disposition, the Agency shall not authorize said disposition.
Section 6. 10 Maintenance of Tax Revenues.
The Agency shall comply with all requirements of the Law to insure the allocation and
payment to it of Tax Revenues, including without limitation, the timely filing of any necessary
statements of indebtedness with appropriate officials of the State of California and/or County of
Riverside, and such other public officials as may be required under the Law. The Agency shall
not enter into any agreement with the County of Riverside or any other governmental unit whi c*h
would have the effect of reducing the Tax Revenues available to the Agency for payment of a
particular Loan. The Agency has not and shall not incur any loans, obligations or indebtedness
repayable from Tax Revenues such that the total aggregate debt service on said loans, obligations
or indebtedness incurred from and after the date of adoption of the Redevelopment Plan for the
applicable Redevelopment Project, when added to the total aggregate debt service on such Loan
and all outstanding Parity Debt with respect to, will exceed the maximum amount of Tax
Revenues to be divided and allocated to the Agency pursuant to the Redevelopment Plan for the
applicable Redevelopment Project. Subject to the preceding sentence, nothing in this Agreement
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63 7
is intended or shall be construed in any way to prohibit or impose any limitations on the entenng
into by the Agency of any such agreement, amendment or supplement which by its term is
subordinate to the payment of such Loan.
Section 6.11 Tax Covenants.
(a) Private Business Use Limitation. The Agency shall assure that the
proceeds of the Loans are not used in a manner which would cause the Bonds to become
46private activity bonds" within the meaning of Section 14 1 (a) of the Tax Code.
(b) Private Loan Limitation. The Agency shall assure that no more than the
lesser of * five percent (5%) of the net proceeds of the Loans or $5,000,000 are used,
directly or indirectly, to make or finance a loan (other than loans constituting non -
purpose obligations as defined in the Tax Code or constituting any governmental tax or
assessments) to persons other than state or local governmental units.
(c) Federal Guarantee Prohibition. The Agency shall not take any action or
permit or suffer an y* action to be taken if the result of the same would be to cause the
Loans to be "federally guaranteed" within the meaning of Section 149(b) of the Tax
Code.
(d) No Arbitrage. The Agency shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Loans
which, if such action had been reasonably expected to have been taken, or had been
deliberately and intentionally taken, on the Closing Date, would have caused the Bonds
to be "arbitrage bonds" within the meaning of Section 148(a) of the Tax Code.
(e) Compliance with the Tax Code. The Agency covenants to take any and all
action and to refrain from taking such action, which is necessary in order to comply with
the Tax Code in order to maintain the exclusion from federal gross income, pursuant to
Section 103 of the Tax Code, of interest on the Bonds paid by the Authority and received
by the Bondowners.
(f) Covenant Regarding Mortgage Subsidy Bonds. The Agency covenants
that the proceeds of the Loans shall not be used directly or indirectly for mortgages on
owner -occupied residences so as to cause the Bonds to be subject to provisions of
Section 143 of the Tax Code.
Section 6.12 Further Assurances.
The Agency and Authority shall adopt, make, execute, and deliver any and all such
further resolutions, instruments, and assurances as may be reasonably necessary or proper to
carry out the intention of, or to facilitate the performance of, this Agreement and for the better
assuring and confirming unto the Agency and Authority of the obligations, rights, and benefits
provided in this Agreement.
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ARTICLE VII
THE FISCAL AGENT; INVESTMENT OF MONEYS
Section 7.01 Appointment, Duties, Immunities, and Liabilities of Fiscal Agent.
(a) At any time after the effectiveness of the first Supplemental Agreement,
the Agency and Authority may jointly appoint a person, firm, or entity as a. Fiscal Agent
to carry out the duties of the Fiscal Agent under this Agreement and such Supplemental
Agreement(s) specifically assigned to such Fiscal Agent. The Agency and Authority may
jointly appoint different Fiscal Agents for one or more of the Supplemental Agreements.
Unless and until a Fiscal Agent is appointed, the Treasurer of the Agency shall be the
Fiscal Agent under this Agreement and applicable Supplemental Agreement(s) in trust
for the benefit of the Authority, and in regard thereto the Agency covenants for the direct
benefit of the Authority that its Treasurer shall be vested with all of the rights and powers
of the Fiscal Agent hereunder and shall assume all of the responsibilities and perform all
of the duties of the Fiscal Agent hereunder in trust for the benefit of the Authority.
(b) The Fiscal Agent shall, prior to the occurrence of an Event of Default, and
after the curing of all Events of Default which may have occurred, perform such duties
and only such duties as are specifically set forth in this Agreement. The Fiscal Agent
shall only be obligated to perform such duties as are expressly set forth herein, and no
duties or obligations not expressly set forth herein shall be implied. The Fiscal Agent
shall, during the existence of any Event of Default (which has not been cured), exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.
(c) The Agency may remove the Fiscal Agent, at any time upon thirty (30)
days written notice to the Trustee, unless an Event of Default shall have occurred and
then be continuing, and shall remove the Fiscal Agent (i) if at any time requested to do so
by an instrument or concurrent instruments in writing signed by the Authority (or their
attorneys duly authorized in writing) or (ii) if at any time the Fiscal Agent shall cease to
be eligible in accordance with subsection (f) of this Section 7.01, or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Fiscal Agent or its property shall be appointed, or any public officer shall take control or
charge of the Fiscal Agent or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. In each case such removal shall be accomplished by the
giving of written notice of such removal by the Agency to the Fiscal Agent, whereupon in
the case of the Fiscal Agent, the Agency shall appoint a successor Fiscal Agent by an
instrument in writing.
(d) The Fiscal Agent may at any time resign by giving written notice of such
resignation to the Agency and by giving the Authority notice of such resignation by mail
at their respective addresses shown on the Registration Books. Upon receiving such
notice of resignation, the Agency shall promptly appoint a successor Fiscal Agent by an
instrument in writing. The Fiscal Agent shall not be relieved of its duties until such
successor Fiscal Agent has accepted such appointment.
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(e) Any removal or resignation of the Fiscal Agent and appointment of a
successor Fiscal Agent shall become effective upon acceptance of appointment by the
successor Fiscal Agent. If no successor Fiscal Agent shall have been appointed and have
accepted appointment within forty-five (45) days of giving notice of removal or notice of
resignation as aforesaid, the resigning Fiscal Agent or the Authority, at the expense of the
Agency, may petition any court of competent jurisdiction for the appointment of a
successor Fiscal Agent, and such court may thereupon, after such notice (if any) as it may
deem proper, appoint such successor Fiscal Agent. Any successor Fiscal Agent
appointed under this Agreement shall signify its acceptance of such appointment by
executing and delivering to the Agency and to its predecessor Fiscal Agent a written.
acceptance thereof, and thereupon and upon receipt by the predecessor Fiscal Agent of all
fees and expenses due and payable to it, such successor Fiscal Agent, without any further
act, deed or conveyance, shall become vested with all the moneys, estates, properties,
rights, powers, trusts, duties and obligations of such predecessor Fiscal Agent, with like
effect as if originally named Fiscal Agent herein; but, nevertheless at the Written Request
of the Agency or the request of the successor Fiscal Agent, such predecessor Fiscal Agent
shall execute and deliver any and all instruments of conveyance or further assurance and
do such other things as may reasonably be required for more fully and certainly vesting in
and confirming to such successor Fiscal Agent all the right, title and interest of such
predecessor Fiscal Agent in and to any property held. by it under this Agreement and shall
pay over, transfer, assign and deliver to the successor Fiscal Agent any money or other
property subject to the trusts and conditions herein set forth. Upon request of the
successor Fiscal Agent, the Agency shall execute and deliver any and all instruments as
may be reasonably required for more fully and certainly vesting in and confirming to
such successor Fiscal Agent all such moneys, estates, properties, rights, powers, trusts,
duties and obligations. Upon acceptance of appointment by a successor Fiscal Agent as
provided in this subsection (e), the Agency shall mail a notice of the succession of such
Fiscal Agent to the trusts hereunder to each rating agency which then has a current rating
on the Loans, if any, and to the Authority. If the Agency fails to mail such notice within
fifteen (15) days after acceptance of appointment by the successor Fiscal Agent, the
successor Fiscal Agent shall cause such notice to be mailed at the expense of the Agency.
(f) Any Fiscal Agent appointed under the provisions of this Section 7.01 in
succession to the Fiscal Agent shall be a corporation organized and doing business under
the laws of any state, the District of Columbia or the United States of America,
authorized under such laws to exercise corporate trust powers, which shall have (or, in
the case of a corporation included in a bank holding company system, the related bank
holding company shall have) a combined capital and surplus of at least seventy-five
million dollars ($75,000,000), and subject to supervision or examination by federal or
state authority, so long as any Bonds are Outstanding. If such corporation publishes a
report of condition at least annually, pursuant to I aw or to the requirements of any
supervising or examining authority above referred to, then for the purpose of this
subsection (f) the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Fiscal Agent shall cease to be eligible in accordance
with the provisions of this subsection (f), the Fiscal Agent shall resign immediately in the
manner and with the effect specified in Section (e).
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Section 7.02 Merger or Consolidation.
Any bank or trust company into which the Fiscal Agent may be merged or converted or
with which either of them may be consolidated or any bank or trust company resulting from any
merger, conversion or consolidation to which it shall be a party or any bank or trust company to
which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business,
provided such bank or trust company shall be eligible under subsection (f) of Section 7.01, shall
be the successor to such Fiscal Agent without the execution or filing of any paper or any further
act, anything herein to the contrary notwithstanding.
Section 7.03 Liability of Fiscal Agent.
(a) The recitals of facts herein contained shall be taken as statements of the
Agency, and the Fiscal Agent shall not assume responsibility for the correctnoss of the
same, nor make any representations as to the validity or sufficiency of this Agreement
nor shall incur any responsibility in respect thereof, other than as expressly stated herein.
The Fiscal Agent shall not be liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct. The Fiscal Agent.shall
not be liable for the acts of any agents of it selected by it with due care. The Fiscal Agent
may become the Owner of Loans with the same rights it would have if it were not Fiscal
Agent and, to the extent permitted by law, may act as depositary for and permit any of its
officers or directors to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of the Authority.
(b) The Fiscal Agent shall not be liable for any error of judgment made in
good faith by its officers, agents, directors, or employees, unless it shall be proved that it
was negligent in ascertaining the pertinent facts.
(c) The Fiscal Agent shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Authority,
method and place of conducting any proceeding for any remedy available to the Fiscal
Agent, or exercising any trust or power conferred upon the Fiscal Agent under this
Agreement.
(d) The Fiscal Agent shall not be liable for any action taken by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement.
(e) The Fiscal Agent shall not be deemed to have knowledge of any Event of
Default hereunder unless and until it shall have actual knowledge thereof, or shall have
received written notice thereof, at its Corporate Trust Office in Los Angeles, California.
Except as otherwise expressly provided herein, the Fiscal Agent shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or of any of the documents executed in connection with
the Loans, or as to the existence of an Event of Default thereunder. The Fiscal Agent
shall not be responsible for the validity or effectiveness of any collateral given to or held'
by it. Without limiting the generality of the foregoing, the Fiscal Agent shall not be
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responsible for reviewing the contents of any financial statements furnished to the Fiscal
Agent pursuant to Section 6.07 and may rely conclusively on the certificates
accompanying such financial statements to establish the Agency's compliance with its
financial covenants hereunder, including, without limitation, its covenants regarding �he
deposit of Tax Revenues into the Debt Service Fund and the investment and application
of moneys on deposit in the Debt Service Fund (other than its covenants to transfer such
moneys to the Fiscal Agent when due hereunder).
Section 7.04 Right to Rely on Documents.
The Fiscal Agent shall be protected in acting upon any notice, resolution, request,
consent, order, certificate, requisition, report, opinion, bonds or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Fiscal Agent may consult with counsel, who may be counsel of or to the Agency, with
regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
No provision in this Agreement shall require the Fiscal Agent to risk or expend its own
ftinds or otherwise incur any financial liability hereunder if repayment of such funds or adequate
indemnity is not assured to it. The Fiscal Agent shall be entitled to interest on any ftmds
advanced by it at the lesser of twelve percent (12%) or the maximum rate permitted by law, per
annum, with interest at such rate compounded annually.
Section 7.05 Preservation and Inspection of Documents.
All documents received by the Fiscal Agent under the provisions of this Agreement shall
be retained in its possession and shall be subject at all reasonable times during business hours
upon reasonable notice to the inspection of the Agency and the Authority, and their agents and
representatives duly authorized in writing, at reasonable hours and under reasonable conditions.
Section 7.06 Compensation and Indemnification.
The Agency shall pay to the Fiscal Agent from time to time all compensation for all
reasonable services rendered under this Agreement, and such other and further agreement(s), if
any, pursuant to which the Fiscal Agent is appointed in accordance with Section 7.01 (a), and also.
all reasonable expenses, charges, legal and consulting fees and other disbursements and those of
its attorneys, agents and employees, incurred in and about the performance of its powers and
duties under this Agreement.
The Agency further covenants and agrees to indemnify and save the Fiscal Agent and its
officers, directors, agents and employees harmless against any loss, expense and liabilities which
it may incur arising out of or in the exercise and performance of its powers and duties hereunder,
including the costs and expenses of defending against any claim of liability, but excluding any
and all losses, expenses and liabilities which are due to the negligence or willful misconduct of
the Fiscal Agent, its officers, directors, agents or employees. The obligations of the Agency
under this paragraph shall survive resignation or removal of the Fiscal Agent under this
Agreement and payment of the Bonds and discharge of this Agreement.
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Section 7.07 Deposit and Investment of Moneys in Funds.
Moneys in the Debt Service Fund, and the Redemption Fund shall be invested by the
Fiscal Agent in Permitted Investments as specified by the Treasurer of the Agency and shall be
promptly confirmed in writing by the Agency with the Fiscal Agent within at least one (1)
Business Day. In the absence of any such direction provided by the Treasurer of the Agency, the
Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (d) of
the definition thereof which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part
of such fund or account. Whenever in this Agreement any moneys are required to be transferred.
by the Agency to the Fiscal Agent, such transfer may be accomplished by transferring a like
amount of Permitted Investments which by their terms mature prior to the date on which such
moneys are required to be paid out hereunder. All interest or gain derived from the investment
of amounts in any of the funds or accounts established hereunder (other than with respect to
funds held by the Agency) shall be retained in the respective funds and accounts to be used for
the purposes thereof.
For purposes of acquiring any investments hereunder, the Fiscal Agent may in its
discretion commingle ftmds held by it hereunder. The Fiscal Agent may act as principal or agent
in the acquisition of any investment. The Fiscal Agent shall incur no liability for losses arising
from any investments made pursuant to this Section 7.07. For purposes of determining the
amount on deposit in any:ftmd or account held hereunder, all Permitted Investments credited to
such :ftmd or account shall be valued by the Fiscal Agent at the lower of cost or the market value
(including accrued interest and brokerage commissions, if any). The Fiscal Agent may utilize
such computerized securities pricing services as are available to it in obtaining such valuations.
Section 7.08 Accounting Records and Financial Statements.
The Fiscal Agent shall at all times keep, or cause to be kept, proper books of record and
account, prepared in accordance with corporate trust industry standards, in which complete and
accurate entries shall be made of all transactions made by it relating to the proceeds of the Loans
and all funds and accounts established and held by the Fiscal Agent pursuant to this Agreement
and any Supplemental Agreements. Such books of record and account shall be available for
inspection by the Agency at reasonable hours, upon reasonable notice and under reasonable
circumstances. The Fiscal Agent shall furnish to the Agency, at least monthly, an accounting of
all transactions relating to the proceeds of the Loans and all funds and accounts established
pursuant to this Agreement and. any Supplemental Agreements, which may be in the form of the
Fiscal Agent's regular monthly statement.
Section 7.09 Appointment of Co -Fiscal Agent or Agents.
It is the purpose of this Agreement that there shall be no violation of any law of any
jurisdiction (including particularly the laws of the State) denying or restricting the right of
banking corporations or associations to transact business as trustee in such jurisdiction. It is
recognized that in case of litigation under this Agreement, and in particular, in case of the
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73
enforcement thereof or default thereunder, or in case the Fiscal Agent deems that by reason of
any present or future law of any jurisdiction it may not exercise or it finds it impracticable to
exercise any of the powers, rights or remedies herein granted to the Fiscal Agent or hold title to
the properties, in trust, as herein granted, or take any action which may be desirable or necessary
in connection therewith, it may be necessary that the Agency appoint an additional individual or
institution as a separate or co -trustee. The following provisions of this Section 7.09 are adopted
to these ends.
In the event that the Agency appoints an additional individual or institution as a separate
or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity,
estate, title, interest, duty, obligation and lien expressed or intended by this Agreement to be
exercised by, or vested in or conveyed to the Fiscal Agent with respect thereto shall be
exercisable by and vest in such separate or co -trustee to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by such separate -
or co -trustee shall run to and be enforceable by either of them.
Should any instrument in writing from the Agency be required by the separate or co -
trustee so appointed by the Agency for more fully and certainly vesting in and confirming to him
or it, such properties, rights, powers, trusts, duties and obligations, any and all such instruments
in writing shall, on request, be executed, acknowledged and delivered by the Agency. In case
any separate or co -trustee or a successor to either shall die, become incapable of acting, resign or
be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such
separate or co -trustee, so far as permitted by law, shall vest in and be exercised by the Fiscal
Agent until the appointment of a' new Fiscal Agent or successor to such separate or co -trustee.
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THE AGREEMENT
Section 8.01 Amendments Permitted.
This Agreement and any Supplemental Agreement and the rights and obligations of the
Agency and of the Authority and of the Fiscal Agent may be modified or amended at any time by
an agreement or agreements supplemental hereto (hereinafter, a "Modifying Agreement") and
pursuant to the affirmative vote at a meeting of Bondowners or with the written consent without
a meeting of the Bondowners holding a majority in aggregate principal amount of all then
Outstanding Bonds. No such Modifying Agreement shall (1) extend the maturity of any Loan or
reduce the amount of principal thereof, or change the interest rate thereon, or reduce any
premium payable upon the redemption thereof, otherwise alter or impair the obligation of the
Agency to pay the principal thereof, or interest thereon, or any premium payable on the
redemption thereof, at the time and place and at the rate and in the currency provided therein, or
(2) permit the creation by the Agency of any mortgage pledge or lien upon the Tax Revenues
superior to the pledge and lien created for the benefit of the Loans (except as otherwise provided
in this Agreement and the applicable Supplemental Agreement) or (3) reduce the percentage of
Bonds required for the affirmative vote or written consent to an amendment or modification) or
(4) modify any of the rights or obligations of the Fiscal Agent without its written assent thereto.
33
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This Agreement and any Supplemental Agreement and the rights and obligations � of the
Agency, the Fiscal Agent, the Authority and of the Bondowners may also be modified or
amended by a Modifying Agreement at any time without the consent of any Bondowners of any
applicable Series of Bonds, but only to the extent permitted by law and only for any one or more
of the following purposes.
(a) to add to the covenants and agreements of the Agency in this Agreement
and in any Supplemental Agreement contained, other covenants and agreements
thereafter to be observed, or to limit or surrender any right or power herein reserved to or
conferred upon the Agency; or
(b) to make modifications not adversely affecting any Outstanding Loan in
any material respect; or
(c) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Agreement
or in any Supplemental Agreement, or in regard to questions arising under this
Agreement, as the Agency and the Fiscal Agent may deem necessary or desirable and not
inconsistent with this Agreement, and which shall not materially adversely affect the
rights of the Authority and the Bondowners or any applicable series of Bonds; or
(d) to make such additions, deletions or modifications as may be necessary to
assure compliance with Section 148 of the Code relating to required rebate of Excess
Investment Earnings to the United States or otherwise as may be necessary to assure
exclusion from gross income for federal tax purposes of interest on the Bonds or to
conform with the Regulations; or
(e) to provide for the issuance of any Parity Debt, and to provide the terms
and conditions under which such Parity Debt may be issued, subject to and in accordance
with the provisions of the applicable Supplemental Agreement.
Section 8.02 Procedure for Amendment with Written Consent of Bondowners.
The Agency may at any time adopt a Modifying Agreement amending the provisions of.
one or more Loans or of this Agreement or any Supplemental Agreement, to the extent that such
amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A
copy of such Modifying Agreement, together with a request to Bondowners for their consent
thereto, if such consent is required, shall be mailed by the Agency to each registered Bondowner
of Outstanding Bonds, but failure to mail copies of such Modifying Agreement and request shall
not affect the validity of the Modifying Agreement when assented to as in this Section provided.
Such Modifying Agreement shall not become effective unless there shall be filed with the
Fiscal Agent the written consents of the Bondowners of a majority in aggregate principal amount
of the then -Outstanding Bonds (if such consent is required) and a notice shall have been mailed
as hereinafter in this Section provided. Each such consent shall be effective only if accompanied
by proof of ownership of the Outstanding Bonds for which such consent is given. Any such
consent shall be binding upon the Bondowner giving such consent and on any subsequent
Bondowner (whether or not such subsequent Bondowner has notice thereof) unless such consent
I 1�
124/015610-0069 ) I
412799.08 a01/29/04 -26- 75
is revoked in writing by the Bondowner giving such consent or a subsequent Bondowner by
filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed. Any revocation received by the Fiscal Agent after such
notice has been filed shall be of no force or effect.
After the Bondowners of the required percentage of Outstanding Bonds shall have filed
their consents to the Modifying Agreement (if such consent is required), the Agency shall mail a
notice to the affected Bondowners in the manner hereinbefore provided in this Section for the
mailing of the Modifying Agreement, stating in substance that the Modifying Agreement has
been consented to by the Bondowners of the required percentage of the Bonds and will be
effective as provided in this Section (but failure to mail copies of said notice shall not affect the
validity of the Modifying Agreement or consents thereto). Proof of the mailing of such notice
shall be filed with the Fiscal Agent. A record consisting of the papers required by this Section to
be filed with the Fiscal Agent shall be proof of the matters therein stated until the contrary is
proved. The Modifying Agreement shall become effective upon the filing with the Fiscal Agent
of the proof of mailing of such notice, and the Modifying Agreement shall be deemed
conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon
the Agency and the Bondowners of all then -Outstanding Bonds at the expiration of sixty (60)
days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixty (60) day period.
Section 8.03 Effect of Supplemental Agreements and Modifying Agreements.
From and after the time any Supplemental Agreement becomes effective pursuant to its
terms, and any Modifying Agreement becomes effective pursuant to this Article VIII, this
Agreement shall be deemed to be modified and amended in accordance therewith, the respective
rights, duties and obligations under this Agreement of the Agency, the Authority and all
Bondowners of the then-Ouistanding Bonds shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such Supplemental Agreement and any such Modifying Agreement
shall be deemed to be part of the terms and conditions of this Agreement for any and all
purposes.
The Fiscal Agent shall be ffirnished an opinion of counsel on which it may conclusively
rely that the conditions precedent to the execution of a Supplemental Agreement or Modifying
Agreement have been complied with.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 9.01 Events of Default.
The following events shall constitute Events of Default with respect to each Loan
individually:
(a) Jf default shall be made in the due and punctual payment of the principal
of or interest or redemption premium (if any) on -any Loan when and as the same shall
124/015610-0069 7639
412799.09 A 1 /29/04 -27-
become due and payable, whether at maturity as therein expressed, by declaration or
otherwise;
(b) if default shall be made by the Agency in the observance of any of the
covenants, agreements or conditions on its part in this Agreement or in the Loans
contained, other than a default described in the preceding clause (a) , and such default
shall have continued for a period of sixty (60) days following the receipt by the Agency
of written notice from the Fiscal Agent or the Bondowners of not less than 25% in
aggregate principal amount of the Bonds Outstanding of the occurrence of such default;
provided, however, that if in the reasonable opinion of the Agency the failure stated in
such notice can be corrected, but not within such sixty (60)-day period, the Fiscal Agent
and such Bondowners shall not. unreasonably withhold their consent to an extension of
such time if corrective action is instituted by the Agency within such sixty (60)-day
period and diligently pursued until such failure is corrected; or
(c) if the Agency shall file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction shall approve a petition, filed
with or without the consent of the Agency, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or if, under
the provisions of any other law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the Agency or of the whole or any
substantial part of its property; or
Unless specifically stated in the Supplemental Agreement relating to such Loan, an Event
of Default with respect to one series of the Bonds shall not constitute an Event of Default with
respect to any other Loan.
If an Event of Default has occurred and is continuing, the Fiscal Agent, subject to the
provisions of this Agreement, shall have the right,
(1) by mandamus, suit, action, or proceeding, to compel the Agency
and its members, officers, agents or employees to perform each and every term,
provision and covenant contained in the Loan Agreement and in the Loans, and to
require the carrying out of any or all such covenants and agreements of the
Agency and the fulfillment of all duties imposed upon it by the Redevelopment
Law;
(2) by suit, action or proceeding in equity, to enjoin any acts or things
which are unlawftil, or the violation of any of the Authority's rights; or
(3) upon the happening of any event of default, by suit, action or
proceeding in any court of competent jurisdiction, to require the Agency and its
members and employees to account as if it and they were the trustees of an
express trust.
Immediately upon obtaining actual knowledge of the occurrence of an Event of Default,
the Fiscal Agent shall give notice of such Event of Default to the Agency by telephone
' 24/015610-0069 -28-
412799.08 a01/29/04 JW
confirmed in writing. With respect to any Event of Default described in clause (a) or (c) above
the Fiscal Agent shall, and with respect to any Event of Default described in clause (b) above the
Fiscal Agent in its sole discretion may, also give such notice to the Authority.
Section 9.02 Application of Funds Upon Default.
All of the Tax Revenues pledged to the applicable Loan and all sums in the Rinds and
accounts established and held by the Fiscal Agent hereunder for the payment of such Loan or
under the applicable Supplemental Agreement upon the date of the occurrence of an Event of
Default as provided in Section 9.01, and all sums thereafter received by the Fiscal Agent
hereunder, for the payment of such Loan or under the applicable Supplemental Agreement shall
be applied by the Fiscal Agent in the following order:
First, to the payment of the fees, costs and expenses of the Fiscal Agent for the
performance of its duties hereunder, including reasonable compensation to its or their agents,
attorneys and counsel; and
Second, to the payment of the whole amount then owing and unpaid upon the Loan for
principal and interest, with interest on the overdue principal and installments of interest at the
rates of interest then borne by the Loan of such Series (to the extent that such interest on overdue
installments of principal and interest shall have been collected), and in case such moneys shall be
insufficient to pay in full the whole amount so owing and unpaid upon the Loan, then to the
payment of such principal and interest without preference or priority of principal over interest, or
interest over principal, or of any installment of interest over any other installment of interest, or
any Loan over any other Loan, ratably to the aggregate of such principal and interest. .
Section 9.03 Non -waiver.
Nothing in this Article IX or in any other provision of this Agreement or the applicable
Supplemental Agreement, shall affect or impair the obligation of the Agency, which is absolute
and unconditional, to pay from the pledged Tax Revenues and other amounts pledged hereunder,
the principal of and interest and premium (if any) on the Loans on the respective Interest
Payment Dates, as therein provided, or affect or impair the right of action, which is also absolute
and unconditional, of the Authority to institute suit to enforce such payment by virtue of the
contract embodied in the Loans.
A waiver of any default by the Authority shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of the Authority to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every power
and remedy conferred upon the Authority by the Law or by this Article IX may be enforced and
exercised from time to time and as often as shall be deemed expedient by the Authority.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Authority, the Agency and the Authority shall be
restored to their former positions, rights and remedies as if such suit, action or proceeding had
not been brought or taken.
' 24/015610-0069 37
412799.08 a01/29/04 -29-
78
Section 9.04 Remedies Not Exclusive.
No remedy herein conferred upon or reserved to the Authority is intended to be exclusive
of any other remedy. Every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or
otherwise, and may be exercised without exhausting and without regard to any other remedy
conferred by the Law or any other law.
ARTICLE X
MISCELLANEOUS
Section 10.01 Benefits of Agreement Limited to Parties.
Nothing in this Agreement, expressed or implied, is intended to give to any person, other
than the Agency, the Fiscal Agent, the Authority and the Bondowners, any right, remedy, or
claim under or by reason of this Agreement. Any covenants, stipulations, promises or
agreements in this Agreement contained by and on behalf of the Agency shall be for the sole and
exclusive benefit of the Bondowners, the Authority, and the Fiscal Agent.
Section 10.02 Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the Agency or the
Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof and all the covenants and agreements in this Agreement contained by or on
behalf of the Agency or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 10.03 Discharge of Agreement.
Any Loan, or any portion thereof, may be paid by the Agency in any one or more of the
following ways:
(1) by well and truly paying or causing to be paid the principal of and
interest and premium, if any, on the Loan or any portion thereof, as and when the
same become due and payable;
(2) by irrevocably depositing with the Fiscal Agent, in trust, at or
before maturity money which, together with the amounts then on deposit in the
ftinds and accounts established pursuant to this Agreement with respect to such
Loan and pursuant to the applicable Supplemental Agreement is fully sufficient to
pay the prepayment amount, as defined below, with respect to the Loan or any
portion thereof; or
(3) by irrevocably depositing with the Fiscal Agent, in trust,, (pursuant
to an escrow agreement) non -callable Federal Securities in such amount as an
Independent Financial Consultant shall certify to the Fiscal Agent, based upon a
certificate of an Independent Certified Public Accountant, will together with the
interest to accrue thereon and moneys then on deposit in the funds and accounts
124/015610-0069
412799.08 a01/29/04 30- 38
79
established pursuant to this Agreement with respect to such Loan and pursuant to
the applicable Supplemental Agreement, be fully sufficient to pay the Prepayment
Amount then the pledge of the Tax Revenues and other funds provided for in this
Agreement and the applicable Supplemental Agreement and all other obligations
of the Agency under this Agreement and the Supplemental Agreement with
respect to the Loans or any portion thereof shall cease and terminate, except only
the obligation of the Agency to pay or cause to be paid to the Authority and paid
all sums due thereon, and thereafter Tax Revenues shall not be payable to the
Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.
The Agency has the right at any time, to prepay all or any part of any of the Agency
Loans, and the Authority and the Trustee shall accept such prepayments when the same are
tendered by the Agency. The Agency may prepay an Agency Loan by depositing with the Fiscal
Agent for deposit in the Redemption Funds for the Loans, the "Prepayment Amount," which is
calculated as follows:
(i) - Divide the total remaining payments of principal and interest on
the Loan to be prepaid by the total of all remaining principal and interest on all
Loans and multiply the result by the principal amount of any Outstanding Bonds.
Round the result up to the nearest $5,000.
(ii) Select the Bonds to be redeemed in a principal amount equal to
that determined in (i) above. Such Bonds shall be selected by the Authority
among maturities such that the Revenues to be received by the Authority
following the prepayment of such Loan will be sufficient to pay Debt Service on
the Bonds to remain Outstanding following such redemption.
(iii) Multiply the amount determined in (ii) by the redemption
premium, if any, on the Bonds and add to such amount (a) the amount determined
by the Treasurer to be the difference between the amount needed to pay Debt
Service on the Bonds to be redeemed and the amount to be derived from the
reinvestment of the prepaid Loan pending the redemption of such Bonds (subject
to any limitations imposed by the Tax Code on such earnings), and (b) the
premium, if any, determined by the Authority. Add this amount to the amount
determined in (i) above.
(iv) The administrative fees of the Authority as are determined by the
Treasurer, which include the costs of the computation of the Prepayment Amount,
the costs of redeeming the Bonds, the costs of any fiduciary, and. the costs of
recording or publishing any notices of redemption. Add these costs to the total of
the amounts determined in (ii) and (iii) above.
(v) The Reserve Account credit, if any, is computed by deducting the
Reserve Requirement for the Bonds to remain Outstanding following such
redemption from the current Reserve Requirement. Deduct the result from the
total of the amounts determined in (ii), (iii) and (iv) above. This represents the
Prepayment Amount.
124/015610-W9
412799.08 s01/29/04 -31- so 39
The Prepayment Amount will be deposited in the Redemption Funds and used to redeem
Bonds in accordance with a Certificate of the Agency and the Authority; provided that the
administrative fees of the Authority determined in (iv) above will be retained by the Authority.
If the Agency shall have taken the action specified above, the pledge of the Tax Revenues
and other funds provided for in this Agreement and the applicable Supplemental Agreement and
other obligations of the Agency under this Agreement and the applicable Supplemental
Agreement with respect to such Loan Outstanding shall cease and terminate. Notwithstanding
the foregoing, the obligation of the Agency to pay or cause to be paid to all amounts owing to the
Fiscal Agent pursuant to this Agreement shall continue in any event.
Upon compliance by the Agency with the foregoing with respect to all Outstanding
Loans, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal
Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to
the Agency for deposit in the respective Special Fund and any of the respective Tax Revenues
thereafter received by the Agency shall not be remitted to the Fiscal Agent but shall be deposited
by the Agency to be used for the purposes specified in the Redevelopment Law.
Upon the discharge of all Loans, any Rinds thereafter held by the Fiscal Agent with
respect to such Loans which are not required for said purpose or for any remaining fees or
expenses of the Fiscal Agent shall be paid over to the Agency.
Section 10.04 Waiver of Personal Liability.
No member, officer, agent or employee of the Agency shall be individually or personally
liable for the payment of the principal of or interest on the Loans; but nothing herein contained
shall relieve any such member, officer, agent or employee from the performance of any official
duly provided by law.
Section 10.05 Notices and Demands on Agency.
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the Authority or the Agency on the other, or by the Fiscal Agent on the
Authority and/or Agency, shall be delivered by (i) personal delivery, (ii) reputable same -day or
overnight courier service that provides a receipt showing date and time of delivery, (iii) facsimile
transmission provided the sender receives confirmation of receipt; or (iv) by United States mail,
postage prepaid, certified, and addressed, as follows:
If to the Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Attn: Executive Director
Telephone: (760) 777-7100
Facsimile: (760) 777-7101
' 24/015610-0069 +0
412799.08 aO 1 /29/04 -32- 81
If to the Authority:
La Quinta Financing Authority
78-495 Calle Tampico
La Quinta, California 92253
Attn: Executive Director
Telephone: (760) 777-7100
Facsimile: (760) 777-7101
Notices that are personally delivered or delivered by courier or delivered by facsimile
transmission shall be shall be effective upon receipt (provided that any such delivery received
after 5:00 p.m. on a Business Day or received on a non -Business Day shall be deemed delivered
at 9:00 a.m. on the next Business Day. Mailed notices shall be effective at Noon on the third
Business Day following deposit with the United States Postal Service. The parties hereto may
change their address for receipt of notices by giving notice to the other party hereto and to the
Fiscal Agent by delivery of a notice complying with this Section.
Section 10.06 Partial Invalidity.
If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any
reason be held illegal or unenforceable such holding shall not affect the validity of the remaining
portions of this Agreement. The Agency and Authority each hereby declare that it would have
adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase
hereof and authorized the issuance and receipt of the Loans pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement
may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the
Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the
rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of
the Agency in trust for the benefit of the Authority. The Agency covenants for the direct benefit
of the Authority that its Treasurer in such case shall be vested with all of the rights and powers of
the Fiscal Agent hereunder and shall assume all of the responsibilities and perform all of the
duties of the Fiscal Agent hereunder in trust for the benefit of the Authority.
Section 10.07 Effective Date of Agreement.
This Agreement shall take effect from and after the date of its passage and adoption.
Section 10.08 Governing L .
This Agreement shall be governed by and construed in accordance with the internal laws
of the State of California without regard to conflicts of law principles.
Section 10.09 Execution in Counterparts.
This Agreement 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.
[end —signature page follows]
' 24/015610-0069
412799.08 aOl/'29/04 -33- 82
41.
IN WITNESS WHEREOF, the Agency and Authority have caused this Agreement to be
executed in their respective name and attested hereto, as of the Effective Date.
ATTEST:
June S. Greek, Secretary
APPROVED AS TO FORM:
L-2
M. Katherine Jenson
Agency Counsel
ATTEST:
June S. Greek, Secretary
APPROVED AS TO FORM:
0
M. Katherine Jenson
Authority Counsel
LA QUINTA REDEVELOPMENT AGENCY
Bv:
Terry Henderson, Chairperson
LA QUINTA FINANCING AUTHORITY
Bv:
Donald Adolph, Chairperson
42-
124/015610-0069
412799.08 aO 1 /29/04 83
EXHIBIT "A"
LA QUINTA FINANCING AUTHORITY
LA QUINTA REDEVELOPMENT PROJECT AREAS NOS. I & 2
2004 HOUSING PROJECT LOANS
SOURCES & USES, DEBT SERVICE SCHEDULE, & PRICING SUMMARY
[SEE ATTACHED PAGES]
43
124/015610-0069
412799.08 aOl/29104 84
La Quinta Financing Authority
La Quinta Redevelopment Project Area Nos. 1 & 2
2004 Housing Projects Loan
I SOURCES & USES I
I Dated 06/01/2004 Delivered 06/01/2004 1
SOURCES OF FUNDS
Par Amount of Bonds ...................................................................... $110,()00,000.GO
TOTALSOURCES .......................................................................... $110,000,000.00
USES OF FUNDS
NewMoney ...................................................................................... 75,061,011.07
Deposit to Project Construction Fund .............................................. 24,000,000.00
Deposit to Debt Service Reserve Fund (DSRF) .............................. 8,164,200.00
Gross Bond Insurance Premium (70.0 bp) ..................................... 1,599,788.93
Total Underwriter's Discount (0.750%) ........................................... 825,000.00
Costs of Issuance ............................................................................ 350,000.00-
TOTAL USES .................................................................................. $110,000,000.00
Wedbush Morgan Securities 4 Housing Projects Loan- SINGLE PURPOSE
Public Finance-DPM
1/ 8/2004 2:13 PM
I A
loom
Prellminary
La Quinta Financing Authority
La Quinta Redevelopment Project Area Nos. I & 2
2004 Housing Projects Loan
DEBT SERVICE SCHEDULE
Date
Principal
Coupon
Interest
Total P+I
9/01/2004
-
-
9/01/2005
270,000.00
5.250%
7,889,312.50
8,159,312.50
9/01/2006
1,865,000.00
5.250%
6,297,275.00
8,162,275.00
9101/2007
1,960,000.00
5.250%
6,199,362.50
8,159,362.50
9101/2008
2,065,000.00
5.250%
6,096,462.50
8,161,462.50
9/01/2009
2,175,000.00
5.250%
5,988,050.00
8,163,050.00
9/01/2010
2,290,000.00
5.250%
5,873,862.50
8,163,862.50
9/01/2011
2,410,000.00
5.250%
5,753,637.50
8,163,637.50
9/01/2012
2,535,000.00
5.250%
5,627,112.50
8,162,112.50
9/01/2013
2,670,000.00
5.500%
5,494,025.00
8,164,025.00
9/01/2014
2,815,000.00
5.500%
5,347,175.00
8,162,175.00
9/01/2015
2,970,000.00
5.500%
5,192,350.00
8,162,350.00
9/01/2016
3,135,000.00
5.500%
5,029,000.00
8,164,000.00
9/011/2017
3,305,000.00
5.500%
4,856,575.00
8,161,575.00
9/01/2018
3,485,000.00
5.500%
4,674,800.00
8,159,800.00
9/01/2019
3,680,000.00
5.500%
4,483,125.00
8,163,125.00
9/01/2020
3,880,000.00
5.500%
4,280,725.00
8,160,725.00
9/01/2021
4,095,000.00
5.500%
4,067,325.00
8,162,325.00
9/01/2022
4,320,000.00
5.500%
3,842,100.00
8,162,100.00
9/01/2023
4,555,000.00
6.000%
3,604,500.00
8,159,500.00
9/01/2024
4,830,000.00
6.000%
3,331,200.00
8,161.,200.00
9/01/2025
5,120,000.00
6.000%
3,041,400.00
8,161,400.00
9/01/2026
5,430,000.00
6.000%
2,734,200.00
8,164,200.00
9/01/2027
5,755,000.00
6.000%
2,408,400.00
8,163,400.00
9/01/2028
6,100,000.00
6.000%
2,063,100.00
8,163,100.00
9/01/2029
6,465,000.00
6.000%
1,697,100.00
8,162,100.00
9/01/2030
6,855,000.00
6.000%
1,309,200.00
8,164,200.00
9/01/2031
7,265,000.00
6.000%
897,900.00
8,162,900.00
9/01/2032
7,700,000.00
6.000%
462,000.00
8,162,000.00
Total
110,000,000.00
-
118,541,275.00
228,541,275.00
YIELD STATISTICS
BondYear Dollars ................................................................................................................ $2,026,785.00
AverageLife ......................................................................................................................... 18.425 Years
AverageCoupon .................................................................................................................. 5.8487346%
Net Interest Cost (NIC) ........................................................................................................
5.8894394%
TrueInterest Cost (TIC) .......................................................................................................
5.8837249%
Bond Yield for Arbitrage Purposes .......................................................................................
5.9508705%
AJI Inclusive Cost (AIC) ........................................................................................................
6.0541173%
IRS FORM 8038
NetInterest Cost .................................................................................................................. 5.8487346%
Weighted Average Maturity .................................................................................................. 18.425 Years
Wedbush Morgan Securities File = LAQUNITA 2004 WORKFILE.SF-2004 Housing Projects Loan- SINGLE PURPOSE
Public Finance-DPM 1/ 812004 2:13 PM
Preliminary
La Quinta Financing Authority
La Quinta Redevelopment Project Area Nos. I & 2
2004 Housing Projects Loan
PRICING SUMMARY
Maturity
Type of Bond Coupon Yield Maturity Value Price
Dollar Price
9/01/2012
Term 1 Coupon 5.250% 5.249% 15,570,000.00 100.000%
15,570,000.00
9/01/2022
Term 2 Coupon 5.500% 5.499% 34,355,000.00 100.000%
34,355,000.00
9/01/2032
Term 3 Coupon 6.000% 5.999% 60,075,000.00 100.000%
60,075,000.
Total
110,000,000.00 -
110,000,000.00
BID INFORMATION
Par Amount of Bonds ................................................... $110,000,000.00
Gross Production ......................................................... $110,000,000.00
Total Underwriter's Discount (0.750%) ....................... $(825,000.00)
Bid (99.250%) .............................................................. 109,175,000.00
Total Purchase Price ................................................... $109,175,000.00
Bond Year Dollars ........................................................ $2,026,785.00
AverageLife ................................................................. 18.425 Years
Average Coupon .......................................................... 5.8487346%
Net Interest Cost (NIC) ................................................ 5.8894394%
True Interest Cost (TIC) ............................................... 5.8837249%
Wedbush Morgan Securities File = LAQUNITA 2004 WORKFILE.SF-2004 Housing Projects Loan- SINGLE PURPOSE
Public Finance-DPM 1/ 812004 2:13 PM
87 46
T4t!t 4 4 QK'Ar6i
COUNCIL/RDA MEETING DATE: February 3, 2004 AGENDA CATEGORY:
BUSINESS SESSION:
ITEM TITLE: Discussion of Floor Plan and Site Plan for
Temporary Clubhouse at SilverRock Ranch CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
RECOMMENDATION:
Review and discuss floor plan and site plan for the temporary clubhouse area at
SilverRock Ranch.
FISCAL IMPLICATIONS:
None for this action.
BACKGROUND AND OVERVIEW:
On November 18, 2003, the Agency Board approved a contract with the Dahlin Group
for building architectural services, which included a feasibility study for conversion of
the Ahmanson ranch house into a temporary golf clubhouse.
Based on Dahlin's findings that the ranch house can be converted, on January 6,
2004, the Agency Board approved the re -use of the Ahmanson ranch house as the
temporary clubhouse, and selected a preferred floor plan. The Dahlin Group has
further refined the schematic floor plan (Attachment 1) for the ranch house remodel.
In formulating the kitchen design, the Dahlin Group contracted with a food service
consultant to prepare a list of required kitchen equipment and help create the kitchen
layout. The equipment list is included as Attachment 2, and corresponds to numbers
listed on the schematic floor plan. It should be noted that the kitchen layout will be
reviewed by the golf course operator. Attachment 3 includes two renderings of how
the proposed new restroom building would relate to the existing ranch house. The use
of rock on the restroom building's exterior walls ties into the adjacent rock outcropping
and the rock elements used on and within the ranch house.
[Qno
Lt&ij
At the January 6, 2004 RDA meeting, there was considerable discussion regarding the
temporary clubhouse site plan. Accordingly, staff has been working with the Dahlin
Group, GMA, Palmer Course Design Company, and Landmark Golf on a proposed site
plan (Attachment 4), which includes parking, handicap access, cart storage location,
staging area, etc. The revised plan includes a starter shack near the driving range,
which eliminates the need to renumber the golf holes; it provides nearby cart storage
and staging; and provides both nearby and overflow parking areas.
The recommended site plan attempts to maximize aesthetic and historical value of the
Ahmanson ranch house's setting while addressing operational challenges created by
the building's location and size limitations. Landmark Golf, while not yet under
contract, has contributed to these efforts by itemizing operational challenges posed by
re -use of the ranch house and assisting GMA, Dahlin, and staff with site planning
efforts.
In addition, Jack Gallagher of the Dahlin group will be prepared to discuss conceptual
design ideas for the ancillary buildings, including the golf course restrooms,
maintenance facility, and pump house.
Respectfully submitted,
Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. - Schematic Floor Plan for Ranch House Conversion
2. Kitchen Equipment List
3. Renderings of Temporary Clubhouse/Restroom Building
4. Proposed Site Plan
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ATTACHMENT 2
SillverRock Ranch Temporary Golf Clubhouse
Kitchen Equipment Legend 1/20/04
Item . Description
1
Dry Storage Shelving
2
Employee Lockers
3
Dry Storage Shelving
4
N/A
5
Under Counter Dish Washer
6
Pot and Pan Shelf
7
Faucets
8
3-Compartment Pot Sink
9
N/A
10
Hand Sink w/ Soap and Towel Dispenser
11
1 -Door Freezer
12
1 -Door Refrigerator
13
Prep Sink w/ Faucet
14
Stainless Steel Over Shelf
15
Stainless Steel Counter
16
Rotary Toaster
17
Microwave
18
Sandwich Prep Refrigerator
19
Coffee Brewer
n
Beer Keg Refrigerator
21
2-Head Beer Dispenser
22
Cup Dispensers
23
Bag -in -the -Box System w/ CO2
24
Soda Dispenser
25
Dispenser Mounted Ice Machine and Ice Maker
26
Pass Counter
27
Cash Drawer
28
POS System,
29
Counter
30
N/A
31
N/A
32
N/A
33
Trash Chute w/ Trash Can
4 91
ATTACHMENT 3
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Tempomy Clubhouse LogisdW Plan
7
94
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8
Temporary Clubhouse Site Plan Oe 04 i 11-27-04 -1 95
1
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OF
COUNCIL/RDA MEETING DATE: February 3, 2004 AGENDA CATEGORY:
BUSINESS SESSION:
ITEM TITLE: Discussion of La Quinta Arts Foundation CONSENT CALENDAR:
Request for Use of SilverRock Ranch Property for the Arts
Festival STUDY SESSION:
PUBLIC HEARING:
RECOMMENDATION:
As deemed appropriate by the Redevelopment Agency.
FISCAL IMPLICATIONS:
To be determined.
BACKGROUND AND OVERVIEW:
The La Quinta Redevelopment Agency adopted a conceptual master plan for SilverRock
Ranch in July of 2003. That plan includes a variety of land uses including a golf
practice range, special use areas and an "optional park, golf and other uses" area
(Attachment 1). In October of 2003, the Agency adopted a development budget for
SilverRock funding certain on- and off -site infrastructures, a golf course with practice
range, the Village Lake, and a permanent clubhouse at a total value of approximately
$44 million (Attachment 2). Unfunded project components included the second golf
course and the "optional park, golf and other uses" area. Discussion at the time
recognized market and budget limitations, as well as maintenance and upkeep
expenses associated with creation of non -revenue producing amenities.
The Agency proceeded with development of detailed development plans for the first
golf course, temporary clubhouse and practice facility. Palmer Course Design
Company has submitted plans for the practice facility as represented in Attachment 3.
The La Quinta Arts Foundation submitted correspondence in December 2003
requesting use of the SilverRock driving range, or "an alternative suitable location
96
within the project" for the 2005 Arts Festival in March 2005. The City Council
reviewed this correspondence at its meeting of January 20, 2004, and referred the
matter to the Agency as a Study Session item.
The La Quinta Arts Foundation has indicated that it seeks a minimum of 24 acres,
including parking, for its event in March 2005. The Foundation also seeks water,
power, access, and lighting for security. Options in response to the Foundation's
request might include:
Option 1: Design/redesign the practice facility to accommodate Festival use
The practice facility is approximately nine acres in size. Typically, practice areas are
relatively flat and turf ed, with target areas incorporated therein to challenge practicing
golfers. It may be possible to design this area in such a manner as to accommodate
alternative uses. Staff is not aware of a high -end golf/driving range project designed
for such flexible and/or alternative uses. As with any effort to design an area for
generic uses, rather than for a specific target use, quality for the specific use may be
compromised. Additionally, the City's golf facility will experience inconvenience and
reduced golf revenue during the time that the practice facility is compromised. This
alternative, however, does provide the advantage of a landscaped area that is
scheduled to be in place by the March 2005 date. The area east of the driving range
could be used for parking and stabilized after the event. Stabilization costs may
approach $20,000 to $30,000 per event.
Option 2: Expedite development of the optional park, golf and other uses area
The Agency did not fund this development as part of Phase I due to budget limitations
and expenses associated with park maintenance. Additionally, the Agency has not
identified specific uses nor master planned this area. Traditional park development
may approach $150,000 to $200,000 per acre (i.e., 45 acres X $150,000 = $6.75
million). These costs may be significantly reduced if park amenities do not include
significant structures, water features, landscaping or lighting. It would be difficult to
complete design and development of this project component within the Foundation's
desired timetable even if funding were identified.
Option 3: Design and develop a temporary facility for the Foundation
The Agency may choose to identify an area of SilverRock and construct a facility
specifically for the Festival's use. Depending on amenities, 10 to 40 + acres could be
prepared in a minimal way and leased to the Foundation for their event. It may be
possible to grade, seed and water such acreage or, alternatively, purchase and install
turf specifically for the event. Additional acreage could be made available for parking
provided it is stabilized after the event. Even this approach, however, will constitute a
significant public works project requiring budget, design and expedited processing (i.e.,
as with the golf course, establishing turf should be done in the summer; it may be
possible to sod an area at a cost of $15,000 to $25,000 an acre). The Agency has
97 2
[eased a 40 ± acre area to the Hope Chrysler Classic golf tournament for parking the
past two years. It may be possible to work in conjunction with the Foundation and
tournament officials to identify an area suitable for both events on an interim basis. It
may be possible to clear and seed an area, water it during December through March
and let it go dormant during summer. Additional research regarding project location
and cost is recommended if the Agency wishes to pursue this option.
Option 4: Lease acreage to the Arts Foundation and allow the Foundation to make
specified interim improvements
A market transaction could be consummated similar to certain agricultural leases
wherein raw land is leased to the Foundation for the Foundation to use for specified
purposes. The Foundation would be responsible for designing and implementing its
own facilities pursuant to terms of a short- or long-term lease. The Agency could
realize lease revenue from such a transaction but may not maximize public access to
the leased property.
Option 5: Defer action on the Foundation's request until Phase 11 development occurs
As noted, the Agency has scheduled development of the optional park, golf, civic uses
area as Phase 11 of SilverRock Ranch. This was done due to budget limitations and in
recognition of the need to expedite development of other revenue generating uses.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency include:
1 Identify a preferred alternative to accommodate the La Quinta Arts Festival in
March 2005 and authorize staff to prepare plans, cost estimates and a budget
for Agency consideration (the Agency may wish to discuss philosophy with
regard to whether this project should be financed by the Foundation, City or
Agency); or
2. Defer action on the Foundation's request until Phase 11 development; or
3. Provide staff with alternative direction.
Respectfully submitted,
Mark Weiss, Assistant Executive Director
9s3
Approved for submission y:
Thomas P. Genovese, Executive Director
Attachments: 1 . Conceptual master plan
2. Development budget
3. Practice facility plans
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ATTACHMENT 2
AGENDA CATEGORY:
COUNCIL/RDA MEETING DATE: October 7, 2003 BUSINESS SESSION:
ITEM TITLE: CONSENT CALENDAR:
Consideration of Revised Budget, STUDY SESSION:
Construction Phasing Plan and Appropriation PUBLIC HEARING:
of Funds for Development of SilverRock
Ranch
RECOMMENDATION:
Approve constructing certain Phase 1 B and Phase 2 on- and off -site infrastructure
improvements, the village lake and the permanent clubhouse as part of the Phase 1
golf course improvements, and appropriate $25,444,178 in Series 2003 Taxable Bond
proceeds.
FISCAL IMPLICATIONS:
The Agency �old both tax-exempt bonds in 2001 and 2002, and taxable bonds in
2003, to fund these activities. The Agency has appropriated $65,000,000 previously
in tax exempt RDA bond financing to the project. This action will appropriate an
additional $25,444,178 in taxable bonds for a total project appropriation of
$90,444,178. The following table sets forth the activities funded with the
$90,444,1-78: *
1
l,'-.) 1 6
Land
27,929,524.00
Contract Services
2,349,600.00
Golf course temporary club house
6,936,875.00
Village lake
Permanent club house (1)
8,000,000.00
Contingency
1,614,341.00
On- and off -site - Phase 1
5,956,500.00
On- and off -site - Phase 2
8,691,912.00
61,478,752.00
Additional Contingency 3,521,248.00
65,000,000.00
15,070,476.00
1,959,600.00
6,936,875.00
1,000,000.00
477,227.00
43,000,000.00
4,309,200.00
13,873,750.00
1,000,000.00
8,000,000.00
2,091,568.00
5,956,500.00
8,691,912.99
25,444,178.00 86,922,930.00
3,521,248.00
25,444,178.00 90,444,178.00
(1) Staff intends to use tax exempt proceeds based upon the private activity rules granted by
the Internal Revenue Service.
Additional resources would have to be obtained through either land sales, future bond
sales, increment growth or development impact fees to fund the entire $108,042,870
identified in Table 1 (see Attachment 1). The major projects that are not currently
funded include the development and construction of the second golf course and the
development of the park/practice course.
BACKGROUND AND OVERVIEW:
In August of this year, the Agency Board.authorized the issuance of $26,400,000 of
taxable tax allocation bonds to release certain uses at SilverRock Ranch from private
activity restrictions imposed by the tax exempt financing regulations. Staff is
recommending that the Agency Board expand the scope of the Phase 1 construction
effort to include certain items that were reserved for Phase 1 B and Phase 2, and re -
appropriate funds to underwrite these activities.
Phase 1 A includes, and currently has Agency appropriation sufficient to fund, the
following resources:
. 9 The tournament golf course
0 The driving range and practice facility
9 An on -site access road
o A temporary clubhouse, anticipated to be the Ahmanson Ranch house
2
102
0 Wet and dry utilities that serve Phase 1
0 Two well sites that are required by CVWD for the Phase 1 development
0 Avenue 52 parkway improvements.
With the additional bond resources, staff is recommending that the scope of the Phase
1 improvements be expanded as follows:
Proposed Funding Allocation - Phase 1 Improvements
Contract Services 4,459,200
Golf CoursefTemporary Clubhouse
Phase I On- and Off -Site Infrastructure
Phase 2 On- and Off -Site Infrastructure
Village Lake Improvements
Permanent Clubhouse
Contingency
13,873,750
5,956,500
8,691,912
1,000,000
8,000,000
2,099,068
Total $ 44,080,430
The additional funds would facilitate the construction of the following:
* Jefferson Street and Avenue 54 parkway improvements
0 The wet and dry utility backbone system required for the entire 525 acres
0 The village lake
a A permanent clubhouse, to be constructed after the tournament course opens
The remaining CVWD well sites required for the entire development (CVWD
requires four domestic well sites that will be located off -site)
9 Design and.consultant services required for the expanded improvements.
The following table presents a detailed breakout of all of the recommended Phase 1
improvements:
3
103
I Proposed Funding Allocation Detail
Contract Services
MDS contract - easements/runoff/Avenue 52
57,200
Development Coordinator
100,000
Palmer Course Design
1,050,000
Civil engineer
650,000
Landscape architect
250,000
Design fees - temp dubhouselrestrooms/maint
212,000
Marketing consultant - themetconstructopen
500,000
Construction manager
300,000
Course operator - grow in
600,000
Plant inventory/value engineering
100,000
Design Fees - clubhouse
640,000
subtotal
$ 4,459,200
Golf Course/Temporafy Clubhouse
Phase 1 golf course
10,373,750
Flood control facilities
500,000
On -site back-up well
200,000
Phase 1 golf course restroorn (2 structures)
250,000
Maintenance bldg/cart storage (serves Phases 1 & 2
1,200,000
Temporary clubhouse
1,200,000
Golf cart canal bridges (3 bridges)
150,000
subtotal
$ 13,873,750
On- and Off -Sites - Phase I
roundabout landscaping
Avenue 52
Clubhouse drive
onsite collector
traffic signals
sewer
water
buy/improve CVWD well sites
relocate CVWD irrigation lines
dry utilities
canal fencing
feesidesign/permits/contingency
On- and Off -Sites - Phase 2
300,000
1,407,400
648.000
157,400
90,000
136,000
254,400
600j000
333,000
723,000
176,000
1,131,300.
subtotal $ 5,956,500
Jefferson St
934,560
Avenue 54
872,000
Hotel drive
1,436,000
sewer
792,000
water
2,218,800
buy/improve CVWD well sites
450,000
dry utilities
369,600
fees/desigri/permits/contingency
1,618,952
subtotal $ 8,691,912
Village Lake Improvements $ 11000,000
Permanent Clubhouse $ 8,000,000
Contingency $ 2,099,068
TOTAL $ 44,080,430
VIA
To accommodate the expanded construction schedule, staff recommends that the
existing taxable and tax exempt bond proceeds be reallocated as follows:
Tax Exempt and Taxable Bond Proceed Allocation
Taxable Bond Proceeds $ 25,444,178
Land Purchase/Planning Cost Reimbursement 15,070,476
Contract Services 2,354,600
Golf Course/Temporary Clubhouse 6,936,875
Phase 1 On- and Off -Site Infrastructure 0
Phase 2 On- and Off -Site Infrastructure 0
Village Lake 1,000,000
Contingency 82,227
Total Taxable Bonds $ 25,444,178
Note: The Land Purchase/Planning Cost Reimbursement pays
the Agencys tax exempt bond fund for expenditures
previously incurred that are considered private activity.
Tax Exempt Bond Proceeds $ 33,706,728
Contract Services 2,104,600
Golf Course/Temporary Clubhouse 6,936,875
Phase 1 On- and Off -Site Infrastructure 5,956,500
Phase 2 On- and Off -Site Infrastructure 8,691,912
Village Lake Improvements 0
Permanent Clubhouse 8,000,000
Contingency 2,016,841
Total Tax Exempt Bonds $ 33,706,728
Federal and State tax laws allow the use of up to 10% of tax exempt bond proceeds
to underwrite public sector investment in facilities that support private sector
activities; $4,000,000 of the permanent clubhouse construction costs, that would be
funded with tax-exempt bond proceeds, will be allocated toward the 10% private
activity allowance.
A.
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Advancing certain Phase 2 infrastructure improvements, the village lake and the
permanent clubhouse would yield the following benefits:
Facilitate construction of all backbone utilities at one time thus generating
potential cost savings, and eliminating the need to perform extensive excavation
for these improvements once the tournament course is operational.
Improve all of the parkways that surround the property with landscaping, trails,
and curb and gutter improvements thus presenting a more complete
development to residents and potential investors, while completing all street
improvements in the area.
Develop the lake as a scenic amenity to enhance the views from the tournament
course, and improve the image of the site's resort and retail properties.
Reserves funds for the permanent clubhouse thus ensuring its design and
construction in a timely rhanner shortly after the tournament course opens.
Attachment 1 incorporates the recommended appropriation into the City's monthly
budget reporting format.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
Approve constructing certain Phase 1 B and Phase 2 on- and off -site
infrastructure improvements, the village lake and the permanent clubhouse as
part of the Phase 1 golf course improvements, and appropriate $25,444,178 in
Series 2003 Taxable Bond proceeds; or
2. Do not approve constructing certain Phase 1 B and Phase 2 on- and off -site
infrastructure improvements, the village lake and the permanent clubhouse as
part of the Phase 1 golf course improvements, and appropriate $25,444,178
in Series 2003 Taxable Bond proceeds; or
3. Provide staff with alternative direction.
6
.
Respectfully submitted,
��, C,-L-
Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1 . Proposed budget
7
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NonTaxable
Total
Contract Services
MDS contract - easements/runoff/Avenue 52
57,200
28,600
28,600
572M
Development Coordinator
100,000
50,000
50,ODO
100,000
Palmer Course Design
1,050,ODO
525,000
525.000
1,050,000
Qvd engkim
650.000
325,000
325,000
650.0w
LarKiscape, architect
250,000
250,000
250,000
Design fees - temp, clubhouse/restroornstmaint
212,000
106,000
106,000
212,000
Marketing consultant - thernatconstnWopen
500,ODO
500,000
500,000
Construction manager
300,000
150,000
150,000
300,000
Course operator - grow in
600,000
300,000
300,000
600,000
Plant inventory/value engineering
100,000
50,000
50,000
10(),000
Design Fees - clubhouse
640,000
320,000
320,000
640,000
subtotal 4,459,200 $
Z354,600 $
2,104,600 $
4,459,M
Golf Courserremporaff Clubhouse
Phase 1 golf course
10,373,750
5,186,875
5,186,875
10,373,750
Flood control facilities
500,000
250,000
250,000
5M.000
On-sde back-up well
200,ODO
100,000
100,000
200,000
Phase I golf course restroorn (2 struclures)
250,ODO
125,000
125,000
250,000
Maintenance WWCart storage (serves Phases I & 2)
1,2D0,000
600,000
600,000
1,200,000
Temporary clubhouse
1,200,000
600,000
600,000
1 -?W.000
Golf cart canal bridges (3 bridges)
150,000
75,000
75,000
150,000
subtotal $ 13,873,750 S
6,936,875 $
6,936,87& $
13,1173,750
On- ond Off -Sit" - Phase I
roundabout landscaping
300,000
300,0DO
300,000
Avenue 62
1,407,400
1,407,400
1,407,400
Clubhouse drive
648,000
648,000
648,000
oroft collector
157,400
157,400
157,400
traft signals
90,000
90,000
90,000
sewer
136,000
136,000
136,000
water
254,400
254,400
254,400
buy/improve CVWD well sites
600,OOD
600,000
600,000
relocate CVWD Irrigation lines
333,000
333,000
333,000
dry utilities
723,000
723,0DO
723,000
Carol fencing
176,000
176,000
176,000
feesIdesignIpermb/confingency
1,131,300
1,131,300
1,131,360
subtotal $
5195SAN
$ 51956,500
5,95Uw
On. and Off -Sites - Phase 2
Jefferson St
934,5W
Avenue 54
872,000
Hotel drive
1,436,000
sewer
792,000
water
2,218,8W
buyfimprove CVWD well sites
450,000
dry utilities
369,600
feesIdesign(permils/contingwcy
1,618,952
subtotal S 8,691,912
Village Lake Improvements $ 11000,000
Pernutnent C4ubhouse $ 8,000,000
Contingency $ 2,M,068
TOTAL $ 29.432,018 S
Plus Land
Subtotal
Contingency
Total
934,560
934560
872,000
$72000
1,436,000
1436000
792.000
792DOO
2,218,8W
22188M
450,000
450000
369,600
369600
1,618,952
1618952
111,6911,912 $
8.691,912
1,000,000 1,000,000
8,000,ODO
8,000,000
82,227
2,016,841
2,099,068
10,373,702
$ 33,706,728 $
44,080AW
15,070,476
$ 27,929,524 $
43,000,000
25,444,178.00
$ 61,636,252
87,080,430.10
$ 3,363,748
3,363,748
25,444,178.00
$ 65,000,000
90,444,178A0
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IN ORDER TO ACHIEVE THE DESIRED I
FEATURES. ANY CHANGE IN CONTRA
FIRST BE APPROVED BY OWNERS.
0
GREENS SHOWN ON 100 SCALE PLAN'
THE 30 SCALE GREENS PLANS ARE 1
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PLANS TO BE PROVIDED BY ENGINEEF
CART PATHS AND BRIDGES SHOWN Al
BE FIELD LOCATED BY OWNERS REPR-
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