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OBRES 2016-004RESOLUTION NO.OB 2016 - 004 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY APPROVING A BOND EXPENDITURE AGREEMENT WHEREAS, the Successor Agency to the La Quinta Redevelopment Agency (Successor Agency) received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 6, 2013; and WHEREAS, Health and Safety Code Section 34191.4(c) allows a successor agency that has received a finding of completion to use bond proceeds from "non -housing" bonds issued prior to 2011, and a prescribed percentage of "non -housing" bond proceeds for bonds issued between January 1, 2011 and June 28, 2011, for purposes for which the bonds were sold, provided that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ("ROPS"); and WHEREAS, Health " and Safety Code section 34176(g) allows the a housing successor to use 100% excess bond proceeds secured by the former La Quinta Redevelopment Agency's Low and Moderate Income Housing Fund ("LMIHF"), as long as the "housing" bonds were issued prior to June 28, 2011; and WHEREAS, the Successor Agency will have so-called "excess bond 'proceeds," i.e., tax allocation bond proceeds, from both "non -housing" and "housing" bonds, that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency wishes to use such proceeds for redevelopment and affordable housing purposes consistent with applicable bond covenants; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Health and Safety Code Section 34176(g)(1)(A) [for housing bond proceeds] and Sections 34191.4(c)(1)(A) and 34191.4(c)(2) [for non -housing bond proceeds] allow a housing successor, successor agency, and sponsoring city to enter into agreements with the approval of the oversight board; and Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 2 WHEREAS, the Successor Agency desires to provide "non -housing" excess bond proceeds to the City of La Quinta (City) to enable the City to use such funds in a manner consistent with the original "non -housing" bonds' covenants, and the Successor Agency desires to provide "housing" excess bond proceeds to the La Quinta Housing Authority (Housing Authority) to enable the Housing Authority to use such funds in a manner consistent with the original housing bonds' covenants; and WHEREAS, in order to facilitate the use of excess bond proceeds consistent with the bond covenants, the Successor Agency, City, and Housing Authority have negotiated an agreement requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City and Housing Authority, respectively, and the use of such excess bond proceeds consistent. with applicable bond covenants. If approved by the Oversight Board for the La Quinta Successor Agency (Oversight Board), the Successor Agency will list the agreement, and the requirement to transfer excess bond proceeds herein on a ROPS as an obligation to be funded with excess bond proceeds. NOW, THEREFORE, BE IT RESOLVED by the Oversight Board of Successor Agency to the La Quinta Redevelopment Agency, California, as follows: SECTION 1. The foregoing recitals are true and correct and are incorporated into the approval of this Resolution. SECTION 2. The Oversight Board hereby approves the Bond Expenditure Agreement substantially in the form attached as Exhibit A. SECTION 3. The City Manager shall have the authority to execute the Agreement on behalf of the City, the Housing Authority's Executive Directors shall have the authority to execute the Agreement on behalf of the Housing Authority, and the Successor Agency's Executive Directors shall have the authority to execute the Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Agreement. SECTION 4. The Bond Expenditure Agreement and ROPS on which the Bond Expenditure Agreement is listed shall become effective when the California Department of Finance renders any approvals as required by the dissolution law, Health and Safety Code Section 34170 et seq. PASSED, APPROVED, and ADOPTED at the meeting of the Oversight Board to the Successor Agency to the La Quinta Redevelopment Agency held this 6th of July 2016, by the following vote: Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 3 AYES: Board Members Henderson, Marshall, Maysels, Nelson, Chair Osborne NOES: None ABSENT: Board Members Howell and Novak ABSTAIN: None OSBORNE, Chairperson Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency ATTEST: Pam Nieto Oversight Board Secretary Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 4 EXHIBIT A BOND EXPENDITURE AGREEMENT (La Quinta Housing & Non -Housing Tax Allocation Bonds) This Bond Expenditure Agreement (the "Agreement") is entered into and effective , 2016, by and between the City of La Quinta, a California municipal corporation (the "City"), the La Quinta Housing Authority, in its capacity as the housing successor pursuant to Health and Safety Code Section 34176(a)(3) ("Housing Authority"), and the Successor Agency to the La Quinta Redevelopment Agency, a public agency, corporate and politic, pursuant to Health and Safety Code Section 34173 ("Successor Agency"). Recitals A. The Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 6, 2013. B. Health and Safety Code Section 34191.4(c) allows a successor agency that has received a finding of completion to use bond proceeds from "non -housing" bonds issued prior to 2011, and a prescribed percentage of non -housing bond proceeds for bonds issued between January 1, 2011 and June 28, 2011, for purposes for which the bonds were sold, provided that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ("ROPS"). C. Health and Safety Code section 34176(g) allows a housing successor to use 100% excess bond proceeds secured by the former La Quinta Redevelopment Agency's Low and Moderate Income Housing Fund ("LMIHF"), as long as the "housing" bonds were issued prior to June 28, 2011. D. The Successor Agency will have so-called "excess bond proceeds," i.e., tax allocation bond proceeds, from both "non -housing" and "housing" bonds, that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency wishes to use such proceeds for redevelopment and affordable housing purposes consistent with applicable bond covenants. E. The California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 5 entity to further redevelopment purposes. Health and Safety Code Section 34176(g)(1)(A) [for housing bond proceeds] and Sections 34191.4(c)(1)(A) and 34191.4(c)(2) [for non -housing bond proceeds] allow a housing successor, successor agency, and sponsoring city to enter into agreements with the approval of the oversight board. F. The Successor Agency desires to provide "non -housing" excess bond proceeds to the City to enable the City to use such funds in a manner consistent with the original "non - housing" bonds' covenants, and the Successor Agency desires to provide "housing" excess bond proceeds to the Housing Authority (if not already provided) to enable the Housing Authority to use such funds in a manner consistent with the original housing bonds' covenants. The non - housing and housing bonds' covenants are summarized in the Official Statements for the "Bonds," identified below in this Agreement, and the Official Statements and all bond documents governing the authorized spending of the "Bond Proceeds," as defined below in this Agreement, are incorporated by reference and generally referred to as the "Bond Spending Plan." The Bond Spending Plan is intended to advance the City's community development goals and Housing Authority's affordable housing goals, while maximizing fiscal and social benefits flowing to the taxing entities from successful development. The La Quinta Successor Agency's Oversight Board ("Oversight Board") has determined that the expenditure of excess bond proceeds in accordance with this Agreement will benefit the affected taxing entities, and has approved the execution of this Agreement and the provision of excess bond proceeds to the City and Housing Authority for the purposes described herein. G. In order to facilitate the use of excess bond proceeds consistent with the bond covenants, the Successor Agency, City, and Housing Authority have negotiated this Agreement requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City and Housing Authority, respectively, and the use of such excess bond proceeds consistent with applicable bond covenants. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of Health and Safety Code Sections 34176(g)(1)(A) and 34191.4(c) to be paid from excess bond proceeds. With Oversight Board approval, the Successor Agency has listed or will list this Agreement, and the requirement to transfer excess bond proceeds herein, on its Recognized Obligation Payment Schedule ("ROPS") as an obligation to be funded with excess bond proceeds. NOW, THEREFORE, the parties hereto do mutually agree as follows: RECITALS. The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. DEFINITIONS. For purposes of this Agreement, the following terms shall have the indicated meaning: "Bonds" means all of the following bond issuances: Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 6 • Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Agency Project Areas No. 1 and 2 Refunding Bonds, 2014 Series A (used for refinancing 2004 Tax Allocation Housing Bonds), and any refinancing or refunding thereof authorized by the Dissolution Law (referred to in this Agreement as the "2004 Housing Bonds"). • Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds, 2013 Series A (used for refinancing 2002 Tax Allocation Bonds), and any refinancing or refunding thereof authorized by the Dissolution Law (referred to in this Agreement as the "2002 Non - Housing Bonds"). • La Quinta Financing Authority Local Agency Subordinate Taxable 'Revenue Bonds, 2011 Series A, and any refinancing or refunding thereof authorized by the Dissolution Law (referred to in this Agreement as the "2011 Housing Bonds"). • La Quinta Redevelopment Agency Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011, and any refinancing or refunding thereof authorized by the Dissolution Law (referred to in this Agreement as the "2011 Non -Housing Bonds"). "Bond Proceeds" means (1) proceeds remaining from the Bonds secured by a pledge of the Redevelopment Agency's tax increment, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from the Bonds, (3) interest and principal paid on loans funded by proceeds from the Bonds, and (4) other income or revenues generated from assets acquired or funded with proceeds from the Bonds. As of the date of this Agreement, the Bond Proceeds remaining from the Bonds described in clause (1) are approximately: $2,200,000 from the 2004 Housing Bonds; $6,600,000 from the 2002 Non - Housing Bonds; $25,500,000 from the 2011 Housing Bonds; and $2,400,000 from the 2011 Non -Housing Bonds, with the exact amounts of Bond Proceeds remaining set forth in the spreadsheet entitled "City of La Quinta — Bond Proceeds" attached to this Agreement as Exhibit A and incorporated herein by reference (collectively, the "Remaining Bond Proceeds"). "Bond Spending Plan" is defined in Recital F. In further explanation and not limitation of the definition in Recital F, the "Bond Spending Plan" includes but is not limited to the, following projects that would use the following Excess Bond Proceeds: • Use of Housing Excess Bond Proceeds from the 2004 Housing Bonds for that certain affordable housing project known as the "Washington Street Apartments" project located at 42-800 Washington Street in the City; and • Use of Non -Housing Excess Bond Proceeds from the 2002 Non -Housing Bonds for the construction of SilverRock Way. Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 7 "Dissolution Law" means Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code, commencing with Section 34170, and other statutes governing the dissolution of redevelopment agencies and the wind -down of redevelopment activities. "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations (other than this Agreement) approved on a ROPS. As of the date of this Agreement, the Remaining Bond Proceeds qualify as Excess Bond Proceeds. "Housing Excess Bond Proceeds" mean Excess Bond Proceeds tied to the 2004 Housing Bonds or 2011 Housing Bonds, or both. "Non -Housing Excess Bond Proceeds" mean Excess Bond Proceeds tied to the 2002 Non -Housing Bonds or 2011 Non -Housing Bonds, or both; provided, however, that "Non - Housing Excess Bond Proceeds" from the 2011 Non -Housing Bonds may not exceed the percentage of the Remaining Bond Proceeds from the 2011 Non -Housing Bonds authorized to be expended pursuant to Health and Safety Code section 34191.4(c)(2) (or successor statute). At the time of this Agreement, 5% of the Remaining Bond Proceeds from the 2011 Non -Housing Bonds may be expended without a Last and Final ROPS, as the 2011 Non -Housing Bonds were issued June 14, 2011. If the percentage of allowable expenditure from the Remaining Bond Proceeds of the 2011 Non -Housing Bonds increases after the date of this Agreement, then any Remaining Bond Proceeds from the 2011 Non -Housing Bonds that may be expended under an amendment to the Dissolution Law shall be deemed Non -Housing Excess Bond Proceeds and will be governed by the terms and conditions of this Agreement without need for further amendment of this Agreement. "ROPS" means Recognized Obligation Payment Schedule as defined in the Dissolution Law. For purposes of this Agreement, ROPS includes the Last and Final ROPS (and any allowable amendments thereto) pursuant to the Dissolution Law. SUCCESSOR AGENCY'S OBLIGATIONS. The Successor Agency shall have the following obligations under this Agreement: CURRENT NON -HOUSING EXCESS BOND PROCEEDS. The Successor Agency shall transfer to the City, no later than 30 days after the approval of this Agreement (or Oversight Board Resolution approving this Agreement) by the California Department of Finance ("DOF"), Non -Housing Excess Bond Proceeds currently held by the Successor Agency. CURRENT HOUSING EXCESS BOND PROCEEDS. The Successor Agency shall transfer to the Housing Authority, no later than 30 days after the approval of this Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 8 Agreement (or Oversight Board Resolution approving this Agreement) by the DOF, Housing Excess Bond Proceeds currently held by the Successor Agency. FUTURE EXCESS BOND PROCEEDS. The Successor Agency shall transfer to the City all future Non -Housing Excess Bond Proceeds held or received by the Successor Agency, and the Successor Agency shall transfer to the Housing Authority all future Housing Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, or other revenues that are generated by properties or other assets acquired and/or improved with Bond Proceeds and that are not otherwise obligated to a project or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of future Non -Housing Excess Bond Proceeds be made to the City and payments of future Housing Excess Bond Proceeds be made to the Housing Authority, as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond Proceeds shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period, or within 30 days of the future Excess Bond Proceeds becoming available to the Successor Agency after this Agreement has been approved by DOF on an operative ROPS, whichever date is applicable. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds, as such funds become available, are included on a ROPS by identifying this Agreement. PROJECTS FUNDED BY NON -HOUSING EXCESS BOND PROCEEDS. The Successor Agency assigns to the City all responsibilities in relation to the administration of any projects or programs funded by Non -Housing Excess Bond Proceeds. The Successor Agency assigns to the City all contracts entered into by the Successor Agency or the former La Quinta Redevelopment Agency ("Redevelopment Agency") related to activities to be funded by Non -Housing Excess Bond Proceeds, with the exception of those contracts retained by the Successor Agency relating to Enforceable Obligations. PROJECTS FUNDED BY HOUSING EXCESS BOND PROCEEDS. The Successor Agency assigns to the Housing Authority all responsibilities in relation to the administration of any projects or programs funded by Housing Excess Bond Proceeds. The Successor Agency assigns to the Housing Authority all contracts entered into by the Successor Agency or the Redevelopment Agency related to activities to be funded by Housing Excess Bond Proceeds, with the exception of those contracts retained by the Successor Agency relating to Enforceable Obligations. Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 9 CITY'S OBLIGATIONS. The City shall have the following obligations under this Agreement: RETENTION OF NON -HOUSING EXCESS BOND PROCEEDS. The City shall accept, hold, and disburse Non -Housing Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Non -Housing Excess Bond Proceeds and future Non -Housing Excess Bond Proceeds. The City shall retain any Non -Housing Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Non -Housing Excess Bond Proceeds or payments on loans funded from Non -Housing Excess Bond Proceeds, without any obligation to return such funds to the Successor Agency, and shall use such funds for uses consistent with applicable bond covenants. USE OF NON -HOUSING EXCESS BOND PROCEEDS. The City may spend Non - Housing Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan. The City must spend Non -Housing Excess Bond Proceeds consistent with the original bond covenants applicable to the Non-Houting. Excess' Bond Proceeds, and must comply with all requirements of federal tax law and all applicable requirements of the California Community Redevelopment Law as to the use of such funds. The City shall be solely responsible for ensuring that Non -Housing Excess Bond Proceeds are maintained and spent in accordance with bond covenants and other applicable laws. The City may transfer funds between approved projects, programs and activities, as long as the transfer is within a single project area if applicable bond covenants restrict such funds to a particular project area. The City assumes all contracts entered into by the Successor Agency or the former Redevelopment Agency related to activities to be funded by Non -Housing Excess Bond Proceeds, with the exception of those contracts retained by the Successor Agency relating to Enforceable Obligations. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, and shall timely complete the work required for each project. BOND SPENDING PLAN. The City shall be solely responsible for maintaining and implementing the Bond Spending Plan with respect to Non -Housing Excess Bond Proceeds. The City may amend the Bond Spending Plan, with respect to use of Non - Housing Excess Bond Proceeds, as the City deems necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan shall consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development. The Bond Spending Plan Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 10 shall conform to applicable bond covenants and all applicable requirements of federal tax law and the California Community Redevelopment Law. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Non -Housing Excess Bond Proceeds provided to the City pursuant to this Agreement. HOUSING AUTHORITY'S OBLIGATIONS. The Housing Authority shall have the following obligations under this Agreement: RETENTION OF HOUSING EXCESS BOND PROCEEDS. The Housing Authority shall accept, hold, and disburse Housing Excess Bond Proceeds transferred to the Housing Authority by the Successor Agency under this Agreement, including current Housing Excess Bond Proceeds and future Housing Excess Bond Proceeds. The Housing Authority shall retain any Housing Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Housing Excess Bond Proceeds or payments on loans funded from Housing Excess Bond Proceeds, without any obligation to return such funds to the Successor Agency, and shall use such funds for uses consistent with applicable bond covenants. USE OF HOUSING EXCESS BOND PROCEEDS. The Housing Authority may spend Housing Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan. The Housing Authority must spend Housing Excess Bond Proceeds consistent with the original bond covenants applicable to the Housing Excess Bond Proceeds, and must comply with all requirements of federal tax law and all applicable requirements of the California Community Redevelopment Law as to the use of such funds. The Housing Authority shall be solely responsible for ensuring that Housing Excess Bond Proceeds are maintained and spent in accordance with bond covenants and other applicable laws. The Housing Authority may transfer funds between approved projects, programs and activities, as long as the transfer is within a single project area if applicable bond covenants restrict such funds to a particular project area. The Housing Authority assumes all contracts entered into by the Successor Agency or the former Redevelopment Agency related to activities to be funded by Housing Excess Bond Proceeds, with the exception of those contracts retained by the Successor Agency relating to Enforceable Obligations. The Housing Authority shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, and shall timely complete the work required for each project. Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 11 BOND SPENDING PLAN. The Housing Authority shall be solely responsible for maintaining and implementing the Bond Spending Plan with respect to Housing Excess Bond Proceeds. The Housing Authority may amend the Bond Spending Plan, with respect to use of Housing Excess Bond Proceeds, as the Housing Authority deems necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan shall consider uses that advance the Housing Authority's affordable housing goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development. The Bond Spending Plan shall conform to applicable bond covenants and all applicable requirements of federal tax law and the California Community Redevelopment Law. Notwithstanding any contrary provision hereof, unless the Housing Authority expressly agrees otherwise, the Housing Authority shall not be obligated to provide funding for any program or project in an amount exceeding the Housing Excess Bond Proceeds provided to the Housing Authority pursuant to this Agreement. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS. This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. This Agreement intended solely for the benefit of the City, Housing Authority, and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City, Housing Authority and the Successor Agency, there shall be no third party beneficiaries under this Agreement, except the La Quinta Financing Authority, a public agency, corporate and politic. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. SEVERABILITY. If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 12 such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. DEFAULT. If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non -defaulting parry, the parry failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting parry's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non -defaulting party against the defaulting party. BINDING ON SUCCESSORS. This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. FURTHER ASSURANCES. Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. The City Manager shall have the authority to execute this Agreement on behalf of the City, the Housing Authority's Executive Directors shall have the authority to execute this Agreement on behalf of the Housing Authority, and the Successor Agency's Executive Directors shall have the authority to execute this Agreement on behalf of the Successor Agency . The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Agreement. [SIGNATURES ON NEXT PAGE] Resolution No. SA 2016-003 Bond Expenditure Agreement Adopted: July 5, 2016 Page 13 In witness whereof, the undersigned parties have executed this Bond Expenditure Agreement effective as of the date first above written. "CITY" "HOUSING AUTHORITY" THE CITY OF LA QUINTA, LA QUINTA HOUSING AUTHORITY, a municipal corporation in its capacity as the housing successor pursuant to Health and Safety Code Section 34176 LIM City Manager Attest: By: City Clerk Approved as to form: City Attorney "SUCCESSOR AGENCY" THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public agency, corporate and politic, pursuant to Health and Safety Code section 34173 By: Executive Director Attest: By: City Clerk Approved as to form: LE Agency Counsel Bv: Executive Director Attest: By: Agency Secretary Approved as to form: 0 Agency Counsel EXHIBIT A Remaining Bond Proceeds Spreadsheet [attached] City of La Quinta - Bond Proceeds 5/31116 Balance Bonds Issued on or Issued on or Issue G/L Account Name before 12/31/10 after 1/1/11 2004 248-0000-10110 Claim on Pooled Cash 2,195,379.38 2011 Housing 249-0000-10273 2011 Bond Proceeds fiscal agent 25,561,073.51 2002 405-0000-10110 Claim on Pooled Cash 6,575,791.87 2011A-PA2 417-0000-10273 2011 Bond Proceeds fiscal agent 2,420,286.52 Total 8,771,171.25 i 27,981,360.03