STAFF REPORT CITY OF PALM DESERT FINANCE DEPARTMENT

STAFF REPORT CITY OF PALM DESERT FINANCE DEPARTMENT

MEETING DATE: May 13, 2021 PREPARED BY: Veronica Tapia, Senior Management Analyst REQUEST: Adopt Resolutions No. 2021-20 and 2021-21, 1) approving a Deposit and

Reimbursement Agreement and the engagement of certain financing professionals for a Tender Bonds Alternative in the refunding program for the outstanding Series 2006A City of Palm Desert Community Facilities District No. 2005-1 ”University Park CFD”, and 2) acting as the Legislative Body of University Park CFD, approving a Tender Bonds Alternative Component of the refunding program and a Notice and Participation Form as well as taking certain other actions in connection therewith.

________________________________________________________________________ Recommendation

That the City Council, 1) Waive further reading and adopt Resolution No. 2021-20 approving and authorizing a

Deposit and Reimbursement Agreement and approving and affirming the employment of certain financing professionals in connection with a Tender Bonds Alternative in connection with the refunding program for outstanding special tax bonds, Series 2006A, of City of Palm Desert Community Facilities District No. 2005-1 (University Park); and

2) Waive further reading and adopt Resolution No. 2021-21 acting as Legislative Body of City of Palm Desert Community Facilities District No. 2005-1 (University Park), approving and authorizing a Tender Bonds Alternative Component of the refunding program for outstanding special tax bonds, Series 2006A, of the District, and approving a Notice and Participation Form and taking certain other actions in connection therewith.

Strategic Plan Approval of the request supports the Land Use, Housing and Open Space Priority 2 by providing a funding mechanism to assist in financing further development of University Park. Executive Summary The City’s Goals and Policies for Community Facilities Districts (the “CFD Policy”) requires a developer to advance and deposit funds with the City to compensate the City for its non-contingent costs incurred in connection with formation of, and issuance of special tax bonds, by a community facilities district (“CFD”) under the Mello-Roos Community Facilities Act of 1982. Since September 10, 2020, the City Council has taken steps to implement a refunding program to refinance outstanding Series 2006A special tax bonds of City of Palm Desert Community Facilities District No. 2005-1 (University Park) (“CFD 2005-1”) for cost savings, including the formation of a new Community Facilities District (“CFD 2021-1”) at the request of University Park Investor, LLC, and authorizing the work for the issuance of refunding bonds by CFD 2021-1 and CFD 2005-1.

May 13, 2021 - Staff Report Adopt Reso 2021-20 Approving the Deposit and Reimbursement Agreement with Lennar Adopt Reso 2021-21 Approving Tender Bonds Alternative Component-Refunding Program Page 2 of 3

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Recently, Lennar Homes of California, Inc.(“Lennar”), the developer of approximately 21.36 acres within CFD 2005-1 (the “Lennar Parcel”), has expressed their desire for the City to implement a Tender Bonds Alternative Component of the refunding program in order to extinguish their portion of CFD 2005-1 lien and has posted with the City a deposit to cover the City’s related costs. Approval of the resolutions is necessary to provide that option, which will facilitate the further development of property within CFD 2005-1. Background CFD 2005-1 issued two series of debt in 2006 and 2007 with a combined par amount of $67.915 million. The repayment of that debt is a burden that is carried by the property owners within the boundaries of CFD 2005-1. In early 2016, the City authorized a bond call of all of the outstanding 2007 series and part of the outstanding 2006 series using unspent bond proceeds. After the bond call, there was $31,130,000 remaining of the 2006 series, of which $26,250,000 currently remains outstanding. At the time of issuance, it was anticipated that the properties would be developed with a mix of residential, commercial, office, and open space. Due to timing, market conditions and subsequent market downturn, the property within CFD 2005-1 has been slow to develop following formation of CFD 2005-1, with significantly more property currently remaining undeveloped in CFD 2005-1 than having completed development. Among the undeveloped property owners is AG Essential Housing CA 4, L.P., a property holding company for Lennar. Government Code Section 53344.1 and Resolution No. 05-87 (Resolution of Intention), adopted by the City Council on October 13, 2005 as part of the formation proceedings for CFD 2005-1, authorize the City to implement the Tender Bonds Alternative. The Tender Bonds Alternative will allow owners of parcels (like the Lennar Parcel) under the rate and method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, at their option, purchase and tender certain Refunding Bonds to the CFD Treasurer in full payment of the CFD 2005-1 special tax obligation secured by their property and extinguish the CFD 2005-1 special tax lien on their parcels.

In order to update the preliminary work required for the issuance of the Refunding Bonds, members the City’s finance team must be asked to modify their associated duties, as previously approved on September 10, 2020. Pursuant to the CFD Policy, Lennar has posted a deposit based on the additional non-contingent costs as proposed by the members of the finance team. If adopted by the City Council, the Resolution approving the Tender Bonds Alternative Component will also approve a Notice and Participation Form to be mailed to the owners of parcels currently classified as “Undeveloped Property” under Rate and Method at their respective mailing addresses. Undeveloped Property owners may opt to participate in the Tender Bonds Alternative by returning the form to the designated address by June 4, 2021. Staff recommends approval of the Tender Bonds Alternative Component, as well as the Deposit

May 13, 2021 - Staff Report Adopt Reso 2021-20 Approving the Deposit and Reimbursement Agreement with Lennar Adopt Reso 2021-21 Approving Tender Bonds Alternative Component-Refunding Program Page 3 of 3

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and Reimbursement Agreement with Lennar, in order to continue to facilitate the financing needs of the developers within CFD 2005-1 and their development plans. Fiscal Analysis All of the non-contingent costs of the Tender Bonds Alternative component of the refunding program will be covered or reimbursed to the City pursuant to the deposit and reimbursement. The Tender Bonds Alternative will simplify the credit of the Refunding Bonds, and savings generated by the refunding will benefit the current and future property owners within the University Park CFD.

LEGAL REVIEW Approved as to Form DEPT. REVIEW

FINANCIAL REVIEW

ASSISTANT CITY MANAGER

WLS William L. Strausz Bond Counsel

Janet M. Moore Janet M. Moore Director of Finance

Janet M. Moore Janet M. Moore Director of Finance

Andy Firestine Andy Firestine Assistant City Manager

L. Todd Hileman, City Manager: L. Todd Hileman

ATTACHMENTS: Resolution No. 2021-20 CFD Deposit Agreement Resolution No. 2021-21 Notice of Tender Bonds Alternative and Participation Form

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RESOLUTION NO. 2021-20

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, APPROVING AND AUTHORIZING A DEPOSIT AND REIMBURSEMENT AGREEMENT AND APPROVING AND AFFIRMING THE EMPLOYMENT OF CERTAIN FINANCING PROFESSIONALS IN CONNECTION WITH A TENDER BONDS ALTERNATIVE IN CONNECTION WITH THE REFUNDING PROGRAM FOR OUTSTANDING SPECIAL TAX BONDS, SERIES 2006A, OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK)

RECITALS:

WHEREAS, pursuant to Section 53312.7 of the Mello-Roos Community Facilities Act of 1982 (California Government Code Section 53311 et seq.), as amended (the “Act”), the City Council (the “City Council”) of the City of Palm Desert (the “City”) on October 13, 2005, by Resolution No. 05-86, adopted the City’s Goals and Policies for Community Facilities Districts (the “CFD Policy”); and

WHEREAS, pursuant to the Act, the City Council previously conducted proceedings in 2005 and 2006 to establish the City of Palm Desert Community Facilities District No. 2005-1 (University Park) (“CFD 2005-1”) and to authorize the levy of special taxes by CFD 2005-1 and the issuance of special tax bonds by CFD 2005-1 to finance certain public improvements and development fees used for public improvements, which proceedings included an election held on January 12, 2006, pursuant to which the qualified electors within CFD 2005-1 unanimously approved the levy of such special taxes and issuance of such special tax bonds by CFD 2005-1; and

WHEREAS, the City Council of the City, pursuant to Resolution No. 06-33 adopted on March 23, 2006, approved the issuance by CFD 2005-1 of its Special Tax Bonds, Series 2006A (the “Prior CFD 2005-1 Bonds”), and on May 9, 2006, CFD 2005-1 issued the Prior CFD 2005-1 Bonds in the original aggregate principal amount of $50,000,000, of which $26,250,000 in aggregate principal amount presently remains outstanding; and

WHEREAS, the boundaries of CFD 2005-1 are depicted on the boundary map for CFD 2005-1 recorded in Book 64 of the County of Riverside Maps of Assessment and Community Facilities Districts, at page 78, in the County Recorder’s Office as Instrument No. 2005-0904136, on November 1, 2005, which map is hereby incorporated by reference; and

WHEREAS, on September 10, 2020, the City Council of the City authorized the reinstatement of the City’s financing team, consisting of certain financing professionals, for the purpose of refunding the Prior CFD 2005-1 Bonds for cost savings (the “Refunding Program”), and the benefits of the Refunding Program will benefit the property owners within CFD 2005-1; and



WHEREAS, as part of the Refunding Program and at the request of University Park Investor, LLC (“UPI”) in connection with its proposed development of certain real property located within CFD 2005-1 and following a deposit of monies made by UPI pursuant to the CFD Policy to cover and reimburse the City for its costs in connection with UPI’s request, the City Council has commenced proceedings, including the adoption of resolutions in March 2021 and April 2021, to form “City of Palm Desert Community Facilities District No. 2021-1 (University Park)” (“CFD 2021-1”), authorize the levy of special taxes therein, and authorize the issuance of special tax bonds by CFD 2021-1 to pay and defease a portion of Prior CFD 2005-1 bonds allocable to the UPI Property and finance additional public facilities required for the development of the UPI Property without affecting the special taxes for the other properties within CFD 2005-1; and

WHEREAS, due to the Great Recession relating to real estate mortgage crisis beginning in 2007-08 and the recent severe recession relating to the global COVID-19 pandemic, the property within CFD 2005-1 has been slow to develop following formation of CFD 2005-1, with significantly more property currently remaining undeveloped in CFD 2005-1 than having completed development; and

WHEREAS, Lennar Homes of California, Inc. (the “Developer”) is the developer of approximately 21.36 acres known as Assessor’s Parcel Number 694-190-046 (the “Project”) of the approximately 260 total acres of land located within the City and CFD 2005-1; and

WHEREAS, in connection with the Developer’s proposed development of the Project and the Refunding Program, the Developer has requested the City to include in the Refunding Program a tender bonds alternative (the “Tender Bonds Alternative”), pursuant to the authority conferred by California Government Code Section 53344.1 and Resolution No. 05-87, adopted by the City Council on October 13, 2005 in connection with the formation proceedings for CFD 2005-1, to allow the purchase and tender of certain refunding bonds by owners of undeveloped property within the District to the District Treasurer in full payment of the CFD 2005-1 special taxes secured by such property, on such terms and conditions as the City may establish; and

WHEREAS, the Tender Bonds Alternative will allow owners of parcels currently classified as “Undeveloped Property” under the rate and method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, in connection with the refunding of the Prior CFD 2005-1 Bonds and at the option of such property owners, extinguish the CFD 2005-1 special tax lien on their parcels in exchange for an amount paid to the District equal to their respective shares of the portion of Prior CFD 2005-1 Bonds allocable to their properties, which may be beneficial to development plans for Undeveloped Property which otherwise is precluded from prepaying special taxes under the Rate and Method; and

WHEREAS, owners of parcels currently classified as “Developed Property” under the Rate and Method are permitted to prepay their CFD 2005-1 special tax obligation at any time and will benefit from the Refunding Program, regardless of inclusion



of the Tender Bonds Alternative on the terms and conditions proposed to be established by the City in consultation with the City’s special tax administrator, Willdan Financial Services; and

WHEREAS, the CFD Policy requires the Developer to advance and deposit funds with the City to compensate the City for its non-contingent costs incurred in connection with the Tender Bonds Alternative; and

WHEREAS, pursuant to Section 53314.9 of the Act and the CFD Policy, the City and the Developer desire to enter into a Deposit and Reimbursement Agreement (the “Deposit Agreement”) in order to provide for the advance of funds by the Developer for the City to pay or reimburse the City’s costs incurred in connection with the establishment and implementation of the Tender Bonds Alternative as part of the Refunding Program, and to provide for the return of any unexpended or uncommitted portion of such funds advanced to the Developer; and

WHEREAS, the form of the proposed Deposit Agreement is on file with the City Clerk of the City (the “City Clerk”); and

WHEREAS, to facilitate the establishment and implementation of the Tender Bonds Alternative as part of the Refunding Program, the City Council desires to approve and affirm the appointment and employment of a team of financing professionals;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, FIND, DECLARE AND ORDER AS FOLLOWS:

Section 1. Recitals. The above recitals, and each of them, are true and correct.

Section 2. Deposit Agreement. The Deposit Agreement, proposed to be entered into by and between the City and the Developer, in the form presented at this meeting and on file with the City Clerk, is hereby approved. Each of the Mayor, the Mayor Pro Tem (in the Mayor’s absence), the City Manager, the Assistant City Manager (in the City Manager’s absence), and any deputy of such officers (each, an “Authorized Officer”), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Deposit Agreement in substantially said form, with such additions or changes as the Authorized Officer executing the same may approve in consultation with the City Attorney and Bond Counsel (such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof).

Section 3. Appointment of Financing Team. The appointments of Del Rio Advisors, LLC, as municipal advisor; Richards, Watson & Gershon, A Professional Corporation, as bond counsel; Willdan Financial Services, as Special Tax Consultant; and Piper Sandler & Co., as placement agent, in connection with proposed establishment and implementation of the Tender Bonds Alternative as part of the Refunding Program are hereby approved and affirmed.



Section 4. Other Acts. The Authorized Officers, the Director of Finance, and the other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution and the Deposit Agreement, and any such actions previously taken by such officers are hereby ratified and confirmed.

Section 5. Effective Date. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED and ADOPTED by the City Council of the City of Palm Desert, California, on this 13th day of May, 2021, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

________________________________ Kathleen Kelly, Mayor

ATTEST: ________________________________ M. Gloria Sanchez, Acting City Clerk City of Palm Desert, California

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P6401-1052\2525071

DEPOSIT AND REIMBURSEMENT AGREEMENT

City of Palm Desert

Community Facilities District No. 2005-1 (University Park)

THIS DEPOSIT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated

as of May 13, 2021, is by and between the CITY OF PALM DESERT, a California municipal

corporation (the “City”), and LENNAR HOMES OF CALIFORNIA, INC., a California

corporation (the “Developer”).

RECITALS

WHEREAS, the City of Palm Desert Community Facilities District No. 2005-1

(University Park) (the “District”) is a community facilities district established by the City pursuant

to proceedings undertaken by the City Council in late 2005 and early 2006 pursuant to the Mello-

Roos Community Facilities Act of 1982 (California Government Code Section 53311 et seq.), as

amended (the “Act”); and

WHEREAS, the Developer entered into an option agreement (the “Option Agreement”)

with AG Essential Housing CA 4, L.P., a Delaware limited partnership (the “Property Owner”)

with respect to certain real property comprised of a parcel located within the City and the District

known as Assessor’s Parcel Number 694-190-046 (the “Property”), whereby the Developer has

the option to acquire the Property from the Property Owner pursuant to a takedown schedule and

to develop the property pursuant to a Construction Agreement (the “Construction Agreement” and

together with the Option Agreement, the “Landbank Agreements”); and

WHEREAS, pursuant to, and during the term of, the Landbank Agreements, all costs

associated with the development of the Property are the responsibility of the Developer, including

any costs associated with the District; and

WHEREAS, in connection with (i) the Developer’s proposed development of the Property

and (ii) the City’s current refunding program to issue bonds (the “Refunding Bonds”) to refund all

of the outstanding Series 2006A Bonds of the District for savings (the “CFD 2005-1 Refunding

Program”), the Developer has requested the City to include in the CFD 2005-1 Refunding Program

a tender bonds alternative (the “Tender Bonds Alternative”), pursuant to the authority conferred

by California Government Code Section 53344.1 and Resolution No. 05-87, adopted by the City

Council on October 13, 2005, to allow the purchase and tender of Refunding Bonds by owners of

undeveloped property within the District to the District Treasurer in full payment of the special

taxes secured by such property, on such terms and conditions as the City may establish; and

WHEREAS, the City’s Goals and Policies for Community Facilities Districts (the “CFD

Policy”), approved by the City Council on October 13, 2005 by its Resolution No. 05-86, requires

the Developer to compensate the City for its costs incurred in connection with the Tender Bonds

Alternative; and

WHEREAS, the City is willing to evaluate and pursue the establishment and

implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program,

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provided that the Developer provides an advance and deposit of funds with the City pursuant to

the CFD Policy and the Act, including Section 53314.9 therein, to compensate the City for its

costs relating to the establishment and implementation of the Tender Bonds Alternative as part of

the CFD 2005-1 Refunding Program; and

WHEREAS, the City and the Developer desire to enter into this Agreement pursuant to

Section 53314.9 of the Act and the CFD Policy in order to provide for the advance of funds by the

Developer for the City to pay or reimburse the City’s costs incurred in connection with the

establishment and implementation of the Tender Bonds Alternative as part of the CFD 2005-1

Refunding Program, and to provide for the return of any unexpended or uncommitted portion of

such funds advanced to the Developer.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing and the mutual promises

and covenants herein contained, and for other consideration the receipt and sufficiency of which

is hereby acknowledged, the parties hereto agree as follows:

Section 1. Recitals. Each of the above recitals is incorporated herein and is

true and correct.

Section 2. The Deposit; Additional Advances.

(a) The Developer has advanced and deposited, or caused to be advanced and

deposited, with the City the amount of $34,000.00, which shall be used by the City to pay the

City’s Initial Costs (as defined in Section 3(a) below) in connection with the establishment and

implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program.

(b) The Developer hereby agrees to advance any additional amounts (each, an

“Additional Deposit”) necessary to pay any Initial Costs incurred by the City, in excess of the

amounts of the advance and deposit described in Section 2(a) above (the “Initial Deposit”),

promptly upon written demand by the City Manager or the Director of Finance of the City. The

Initial Deposit and any Additional Deposit shall be referred to as the “Deposits” and may be

commingled with other funds of the City for purposes of investment and safekeeping, but the City

shall at all times maintain records as to the expenditures of the Deposits. Notwithstanding the

foregoing, the City Manager may direct City staff and consultants to cease all work related to the

establishment and implementation of the Tender Bonds Alternative as part of the CFD 2005-1

Refunding Program until the Additional Deposit so demanded has been received by the City.

Section 3. Use of Funds; Return of Deposits; Reimbursement. The

Deposits shall be administered as follows:

(a) Payment or Reimbursement of Initial Costs. The City may draw upon the

Deposits from time to time to pay for, or reimburse itself for the payment from City monies of, the

actual costs incurred for any authorized purpose in connection with the establishment and

implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program,

including, without limitation, (i) the fees and expenses of any consultants to the City engaged in

connection with the establishment and implementation of the Tender Bonds Alternative as part of

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the CFD 2005-1 Refunding Program, including an engineer, special tax consultant, financial

advisor, bond counsel, placement agent, and any other consultant reasonably deemed necessary or

advisable by the City, (ii) the costs of feasibility studies and other reports reasonably deemed

necessary or advisable by the City in connection with the establishment and implementation of the

Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program, (iii) the costs of

preparation, mailing, and publication of notices and other costs related to any action or proceeding

undertaken in connection with the establishment and implementation of the Tender Bonds

Alternative as part of the CFD 2005-1 Refunding Program, (iv) reasonable charges for City staff

time incurred in connection with the establishment and implementation of the Tender Bonds

Alternative as part of the CFD 2005-1 Refunding Program, including a reasonable allocation of

City overhead expense related thereto, and (v) any and all other actual costs and expenses incurred

by the City in connection with the establishment and implementation of the Tender Bonds

Alternative as part of the CFD 2005-1 Refunding Program (collectively, the “Initial Costs”).

(b) Termination of Proceedings for Tender Bonds Alternative or to Issue

Refunding Bonds; Handling of Deposits. If the Refunding Bonds are not issued or the City

determines not to establish or implement the Tender Bonds Alternative, the City shall, within ten

(10) business days after the abandonment or termination of proceedings under the Act with respect

to the issuance of the Refunding Bonds or the Tender Bonds Alternative, as applicable, return the

then unexpended portion of the Deposits to the Developer, without interest, less an amount equal

to any Initial Costs incurred by the City that are subject to payment, or reimbursement to the City

under Section 3(a) above, but have not yet been so paid or reimbursed.

Section 4. Agreement Not Debt or Liability of City. This Agreement shall

not constitute a debt or liability of the City. The City shall not be obligated to advance any of its

own funds to pay Initial Costs or any other costs incurred in connection with the establishment and

implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program.

No member of the City Council of the City and no officer, employee or agent of the City shall to

any extent be personally liable hereunder.

Section 5. No Obligation to Establish Tender Bonds Alternative or Issue

Refunding Bonds. The Developer acknowledges and agrees that the establishment and

implementation of the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program

or to issue Refunding Bonds shall be in the sole discretion of the City. No provision of this

Agreement shall be construed as an agreement, promise or warranty of the City to establish or

implement the Tender Bonds Alternative as part of the CFD 2005-1 Refunding Program or to issue

Refunding Bonds.

Section 6. Accounting. The Director of Finance of the City shall provide the

Developer with a written accounting of moneys expended under this Agreement, within ten (10)

business days of the receipt by the Director of Finance of the City of a written request therefor

submitted by an authorized officer of the Developer. No more than one accounting will be

provided in any calendar month, and the cost of providing the accounting shall be charged to, or

reimbursed to the City from, the Deposits.

Section 7. Indemnification. The Developer hereby agrees to indemnify,

defend (with counsel acceptable to the City), protect and hold harmless the City and the CFD and

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their respective elective or appointive boards, council members, officers, employees, and agents

(the “Indemnified Parties”) from any and all claims, rights, grievances, demands, debts, liabilities,

obligations, costs, expenses, causes of action, actions, suits, proceedings, losses, expenses, or

damages of any kind or nature, including attorneys’ fees, whether known or unknown, existing or

potential, anticipated or unanticipated, or which may hereafter be sustained, arising out of or in

any way related to any breach by the Developer of this Agreement. This hold harmless agreement

shall apply to all liability regardless of whether any insurance policies are applicable or insurance

proceeds are available to the Developer. Any such policy limits do not act as a limitation upon the

amount of indemnification to be provided by the Developer.

Section 8. Attorney’s Fees. Anything else in this Agreement notwithstanding,

if any party brings an action to enforce the terms hereof or declare its rights hereunder, the

prevailing party in any such action shall be entitled to its reasonable attorneys’ fees to be paid by

the losing party as fixed by the court.

Section 9. Other Agreements. The obligations of the Developer hereunder

shall be that of a party hereto. Nothing herein shall be construed as affecting the City’s, the

Developer’s, or the Property Owner’s rights, or duties to perform their respective obligations,

under other agreements, use regulations or subdivision requirements relating to the Property. This

Agreement shall not confer any additional rights, or waive any rights given, by either party hereto

under any development or other agreement to which they are a party.

Section 10. Titles and Captions. Titles and captions are for convenience of

reference only and do not define, describe or limit the scope or the intent of this Agreement or of

any of its terms. References to section numbers are to sections in this Agreement, unless expressly

stated otherwise.

Section 11. Interpretation. As used in this Agreement, masculine, feminine or

neuter gender and the singular or plural number shall each be deemed to include the others where

and when the context so dictates. The word “including” shall be construed as if followed by the

words “without limitation.” This Agreement shall be interpreted as though prepared jointly by

both parties.

Section 12. No Waiver. A waiver by either party of a breach of any of the

covenants, conditions or agreements under this Agreement to be performed by the other party shall

not be construed as a waiver of any succeeding breach of the same or other covenants, agreements,

restrictions or conditions of this Agreement.

Section 13. Modifications. Any alteration, change or modification of or to this

Agreement, in order to become effective, shall be made in writing and in each instance signed on

behalf of each party.

Section 14. Legal Advice. Each party represents and warrants to the other the

following: they have carefully read this Agreement, and in signing this Agreement, they do so with

full knowledge of any right which they may have; they have received independent legal advice

from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly

chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have

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freely signed this Agreement without any reliance upon any agreement, promise, statement or

representation by or on behalf of the other party, or their respective agents, employees, or

attorneys, except as specifically set forth in this Agreement, and without duress or coercion,

whether economic or otherwise.

Section 15. Cooperation. Each party agrees to cooperate with the other in this

transaction and, in that regard, to sign any and all documents which may be reasonably necessary,

helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not

limited to, releases or additional agreements.

Section 16. Notices. Any notice, payment or instrument required or permitted

by this Agreement, or in connection with the establishment and implementation of the Tender

Bonds Alternative as part of the CFD 2005-1 Refunding Program, to be given or delivered to either

party shall be given by first class mail or personal delivery to the party entitled thereto at its address

set forth below, by overnight mail, or by facsimile or other form of telecommunication, confirmed

by telephone at its number set forth below. Notice shall be effective either (i) upon transmission

by facsimile or other form of telecommunication (provided that receipt is confirmed), (ii) seventy-

two (72) hours after deposit in the United States first class mail, postage prepaid, (iii) in the case

of overnight mail, upon delivery to the addressed destination, or (iv) in the case of personal

delivery to any person, upon actual receipt.

City or District: City of Palm Desert

73-510 Fred Waring Drive

Palm Desert, CA 92260

Facsimile: (760) 776-6306

Telephone: (760) 346-0611

Attention: City Manager

Developer: Lennar Homes of California, Inc.

980 Montecito Drive, Suite 300

Corona, CA 92879

Attention: Geoff Smith

Telephone: (951) 817-3517

Email: [email protected]

With a copy to:

Property Owner:

AG Essential Housing CA 4, L.P.

c/o AGWIP Asset Management LLC

8585 E. Hartford Drive, Suite 118

Scottsdale, AZ 85255

Attention: Mike Bakta

Telephone: (617) 650-9908

Email: [email protected]

Each party may change its address or addresses for delivery of notice by delivering seven (7)

calendar days’ prior written notice of such change of address to the other party.

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Section 17. California Law. This Agreement shall be governed and construed

in accordance with the laws of the State of California. The parties shall be entitled to seek any

remedy available at law and in equity.

Section 18. Severability. If any term, provision, condition or covenant of this

Agreement or its application to any party or circumstances shall be held, to any extent, invalid or

unenforceable, the remainder of this Agreement, or the application of the term, provision,

condition or covenant to persons or circumstances other than those as to whom or which it is held

invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest

extent permitted by law.

Section 19. Successors and Assigns. This Agreement shall be binding upon

and inure to the benefit of the successors and assigns of the parties hereto.

Section 20. Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original and all of which shall constitute but one and the same

instrument.

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-1- W:\Staff Reports - Shared 2\Staff Reports 05-13-2021\4 -City Clerk - 05-13-2021\23 - 1 - Resolutions Lennar Deposit and Tender Component\04 Resolution Authorizing Tender Bonds Alternative (Palm Desert CFD 2001-1 Ref STBs 2021) 5.13.21.DOCX


A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, FOR ITSELF AND ACTING AS LEGISLATIVE BODY OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK), APPROVING AND AUTHORIZING A TENDER BONDS ALTERNATIVE COMPONENT OF THE REFUNDING PROGRAM FOR OUTSTANDING SPECIAL TAX BONDS, SERIES 2006A, OF THE DISTRICT, AND APPROVING A NOTICE AND PARTICIPATION FORM AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH

RECITALS:

WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982 (California Government Code Section 53311 et seq.), as amended (the “Act”), the City Council of the City of Palm Desert (the “City”) previously conducted proceedings in 2005 and 2006 to establish the City of Palm Desert Community Facilities District No. 2005-1 (University Park) (“CFD 2005-1”) and to authorize the levy of special taxes by CFD 2005-1 and the issuance of special tax bonds by CFD 2005-1 to finance certain public improvements and development fees used for public improvements, which proceedings included an election held on January 12, 2006, pursuant to which the qualified electors within CFD 2005-1 unanimously approved the levy of such special taxes and issuance of such special tax bonds by CFD 2005-1; and

WHEREAS, the City Council of the City, pursuant to Resolution No. 06-33 adopted on March 23, 2006, approved the issuance by CFD 2005-1 of its Special Tax Bonds, Series 2006A (the “Prior CFD 2005-1 Bonds”), and on May 9, 2006, CFD 2005-1 issued the Prior CFD 2005-1 Bonds in the original aggregate principal amount of $50,000,000, of which $26,250,000 in aggregate principal amount presently remains outstanding; and

WHEREAS, the boundaries of CFD 2005-1 are depicted on the boundary map for CFD 2005-1 recorded in Book 64 of the County of Riverside Maps of Assessment and Community Facilities Districts, at page 78, in the County Recorder’s Office as Instrument No. 2005-0904136, on November 1, 2005, which map is hereby incorporated by reference; and

WHEREAS, on September 10, 2020, the City Council of the City authorized the reinstatement of the City’s financing team, consisting of certain financing professionals, for the purpose of refunding the Prior CFD 2005-1 Bonds for cost savings (the “Refunding Program”), and the benefits of the Refunding Program will benefit the property owners within CFD 2005-1; and

WHEREAS, as part of the Refunding Program, the City Council has commenced proceedings, including the adoption of resolutions in March 2021 and April 2021, to form “City of Palm Desert Community Facilities District No. 2021-1 (University



Park)” (“CFD 2021-1”) to encompass a portion of the property within CFD 2005-1 consisting of approximately 174 acres, authorize the levy of special taxes therein, and authorize the issuance of special tax bonds by CFD 2021-1 to pay and defease a portion of Prior CFD 2005-1 bonds allocable to the property within CFD 2021-1 and finance additional public facilities required for the development of the property within CFD 2021-1 without affecting the special taxes for the other properties within CFD 2005-1; and

WHEREAS, due to the Great Recession relating to real estate mortgage crisis beginning in 2007-08 and the recent severe recession relating to the global COVID-19 pandemic, the property within CFD 2005-1 has been slow to develop following formation of CFD 2005-1, with significantly more property currently remaining undeveloped in CFD 2005-1 than having completed development; and

WHEREAS, to facilitate development of other property remaining undeveloped within CFD 2005-1, the City Council desires to add to the Refunding Program a tender bonds alternative (the “Tender Bonds Alternative”), pursuant to the authority conferred by California Government Code Section 53344.1 and Resolution No. 05-87, adopted by the City Council on October 13, 2005 in connection with the formation proceedings for CFD 2005-1, to allow the purchase and tender of certain refunding bonds by owners of undeveloped property within CFD 2005-1 to the CFD 2005-1 Treasurer in full payment of the CFD 2005-1 special tax obligation secured by such property, on such terms and conditions as the City may establish; and

WHEREAS, the Tender Bonds Alternative will allow owners of parcels currently classified as “Undeveloped Property” under the rate and method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) to, in connection with the refunding of the Prior CFD 2005-1 Bonds and at the option of such property owners, extinguish the CFD 2005-1 special tax lien on their parcels in exchange for an amount paid to CFD 2005-1 equal to their respective shares of the portion of Prior CFD 2005-1 Bonds allocable to their properties, which may be beneficial to development plans for Undeveloped Property which otherwise is precluded from prepaying special taxes under the Rate and Method; and

WHEREAS, owners of parcels currently classified as “Developed Property” under the Rate and Method are permitted to prepay their CFD 2005-1 special tax obligation at any time and will benefit from the Refunding Program, regardless of inclusion of the Tender Bonds Alternative on the terms and conditions proposed to be established by the City in consultation with the City’s special tax administrator, Willdan Financial Services; and

WHEREAS, the City Council desires to approve and authorize the Tender Bonds Alternative as part of the Refunding Program and approve a Notice of Tender Bonds Alternative and Undeveloped Property Owner Participation Form (the “Notice and Participation Form”), the form of which is on file with the City Clerk of the City, in connection therewith;



NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT, FOR ITSELF AND ACTING AS THE LEGISLATIVE BODY OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK), DOES HEREBY RESOLVE, FIND, DECLARE AND ORDER AS FOLLOWS:

Section 1. Recitals. The above recitals, and each of them, are true and correct.

Section 2. Tender Bonds Alternative Authorized. The Tender Bonds Alternative is hereby approved and authorized to be established as a component of the Refunding Program for the Prior CFD 2005-1 Bonds.

Section 3. Notice and Participation Form. The Notice and Participation Form, proposed to be provided to the owners of Undeveloped Property within CFD 2005-1, in the form presented at this meeting and on file with the City Clerk, is hereby approved. Piper Sandler & Co., as Placement Agent for the Tender Bonds Alternative component of the Refunding Program, is hereby authorized and directed to mail the Notice and Participation Form to the owners of parcels currently classified as “Undeveloped Property” under Rate and Method at their respective mailing addresses as shown on the County Assessor’s tax roll, or such other more current address known to the City, in substantially said form, with such additions or changes as may be required or deemed advisable by Bond Counsel.

Section 4. Bond Purchase Contract. The City Manager of the City, the Assistant City Manager of the City, and the Director of Finance of the City are hereby directed to develop, with the assistance of Bond Counsel, a form of Bond Purchase Contract for the Tender Bonds Alternative component of the Refunding Program. The form of Bond Purchase Contract shall be presented to the City Council of the City, acting as legislative body of CFD 2005-1, for approval in connection with consideration of approval of the issuance of the refunding bonds by CFD 2005-1 and the related bond and disclosure documents.

Section 5. Other Acts. The City Manager of the City, the Assistant City Manager of the City, the Director of Finance, and the other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution, the establishment and implementation of Tender Bonds Alternative as a component of the Refunding Program for the Prior CFD 2005-1 Bonds, and the Notice and Participation Form, and any such actions previously taken by such officers are hereby ratified and confirmed.

Section 6. Effective Date. This Resolution shall take effect immediately upon adoption.



PASSED, APPROVED and ADOPTED by the City Council of the City of Palm Desert, California, on this 13th day of May, 2021, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

________________________________Kathleen Kelly, Mayor

ATTEST: ________________________________ M. Gloria Sanchez, Acting City Clerk City of Palm Desert, California

P6401-1052\2528899v2.doc

City of Palm Desert

Community Facilities District No. 2005-1 (University Park)

Notice of Refunding Program and Tender Bonds Alternative

Undeveloped Property Owner Participation Form

[NAME OF UNDEVELOPED PROPERTY OWNER]

[MAILING ADDRESS 1]

[MAILING ADDRESS 2]

[CITY], [STATE] [ZIP CODE]

Re: Riverside County Assessor’s Parcel No(s). ____________

Dear Property Owner:

In 2006, the City Council of the City of Palm Desert (the “City”) formed the City of Palm Desert

Community Facilities District No. 2005-1 (University Park) (the “District”). The District issued

Special Tax Bonds, Series 2006A (the “2006A Bonds”) to finance public improvements to serve

the property within the District and levied special taxes against properties in the District,

including your property, to pay for administrative costs of the District and interest and principal

on the 2006A Bonds.

On September 10, 2020, the City Council of the City authorized the City’s financing team,

consisting of certain financing professionals, to commence work for the purpose of refunding the

2006A Bonds with the issuance of refunding bonds (collectively, the “Refunding Bonds”) for

cost savings (the “Refunding Program”). If the Refunding Bonds are successfully issued, the

cost savings will benefit properties within the District, including your property.

On May 13, 2021, the City Council of the City adopted its Resolution No. 2021-__, authorizing

as part of the Refunding Program a tender bonds alternative (the “Tender Bonds Alternative”),

pursuant to the authority conferred by California Government Code Section 53344.1 and

Resolution No. 05-87, adopted by the City Council on October 13, 2005 in connection with the

formation proceedings for the District. If the Refunding Bonds are successfully issued, the

Tender Bonds Alternative will allow owners of undeveloped property within the District to

purchase and tender certain Refunding Bonds to the District Treasurer in full payment of the

District special tax obligation secured by such property, on terms and conditions established by

the City and described in this Notice and Participation Form.

The special tax obligation on your property is disclosed pursuant to a Notice of Special Tax Lien,

recorded by the District on January 24, 2006, as Document No. 2006-0053744 in the Office of

the County Recorder, Riverside County, California, pursuant to applicable law and a rate and

method of apportionment of special taxes for CFD 2005-1 (the “Rate and Method”) set forth as

Exhibit “B” to the Notice of Special Tax Lien.

Under the Rate and Method, parcels within the District for which a building permit has been

issued may prepay their special tax obligation at any time in accordance with the provisions of

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City of Palm Desert CFD 2005-1 (University Park)



the Rate and Method, and by prepaying the special tax obligation, cancel and extinguish the

District’s special tax lien on their property.

You have been provided with this Notice and Participation Form, because no building permit has

been issued as of March 1, 2021 for your property within the District. If you elect to participate

in the Tender Bonds Alternative and purchase Refunding Bonds from the District for tender to

the District in full payment of the District special taxes secured by your property, the District’s

special tax lien will be cancelled and extinguished from your property upon the successful

closing for the issuance of the Refunding Bonds and concurrent tender to the District Treasurer

of the purchased Refunding Bonds, projected for the end of July 2021.

This opportunity to participate in the Tender Bonds Alternative and extinguish the special tax

obligation from your property, prior to issuance of any building permits, is only available at this

time, as part of the Refunding Program and in connection with the issuance of Refunding Bonds.

Participation in the Tender Bonds Alternative will require the following:

Timely submittal of this Participation Form by the deadline of Friday, June 4, 2021.

A good faith deposit in the amount of $___________________, representing your

property’s allocable share of the redemption price of the outstanding 2006A Bonds to be

refunded and redeemed on the next available redemption date of September 1, 2021

pursuant to the Refunding Program. The good faith deposit must be deposited with the

City by wire transfer or cashier’s check no later than Monday, July 12, 2021.

A Bond Purchase Contract with the District, executed by the property owner on or about

Wednesday, July 14, 2021, pursuant to which the property owner agrees to purchase

Refunding Bonds in the principal amount of the good faith deposit and tender the

Refunding Bonds purchased by the property owner to the District Treasurer on the

issuance and delivery date of the Refunding Bonds (estimated at the end of July 2021) in

full payment of the Special Taxes secured by such property, pursuant to California

Government Code Section 53344.1 and the bond indenture pursuant to which the

Refunding Bonds are issued; and

A Purchaser Letter, in substantially the form attached to this Notice as Exhibit A,

executed by the property owner in connection with the closing for the Tender Bonds

Alternative.

The execution and delivery of certain receipts and closing instructions in form and

substance satisfactory to Bond Counsel to the District to facilitate the implementation of

the Tender Bonds Alternative.

If you have elected to participate in the Tender Bonds Alternative and Refunding Bonds are not

issued for any reason whatsoever, the Tender Bonds Alternative shall become null and void, the

good faith deposit shall be returned to you by the City, and the District will continue to levy

special taxes on your property in accordance with the Rate and Method.

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You may elect to participate in the Tender Bonds Alternative component of the Refunding

Program by checking the box below, completing this form, and submitting the completed,

executed form electronically to the District’s placement agent for the Refunding Bonds in the

Tender Bonds Alternative, Piper Sandler & Co., Attn: Renee Vancho, [email protected],

no later than Friday, June 4, 2021. Participation Forms received after such date will be

invalid.

□ The undersigned property owner hereby confirms that no building permits have been

issued for the property identified hereinbelow and elects to participate in the Tender

Bonds Alternative component of the Refunding Program.

Riverside County Assessor’s Parcel No(s).:

Name of Property Owner:

Contact Person/Title:

Signature:

Mailing Address:

Telephone No.:

Email Address:

Dated:

All Participation Forms and participating property owners are subject to verification as to

eligibility.

If you have any questions, please contact the following representatives of the District’s

placement agent for the Refunding Bonds in the Tender Bonds Alternative, Piper Sandler & Co.:

Renee Vancho ([email protected]), or Dennis McGuire ([email protected])

Under no circumstances shall this Notice and Participation Form constitute an offer to sell or a solicitation of an offer to buy nor

shall there be any sale of the Refunding Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful.

mailto:[email protected]



Page 4 of 6




EXHIBIT A

FORM OF PURCHASER LETTER

City of Palm Desert Community Facilities District No. 2005-1 (University Park)

Palm Desert, California

Piper Sandler & Co.

Sacramento, California

U.S. Bank National Association

Los Angeles, California

Re: $_________________ aggregate initial principal amount City of Palm Desert

Community Facilities District No. 2005-1 (University Park) Special Tax

Refunding Bonds, Subordinate Series 2021B (Taxable)

Ladies and Gentlemen:

The undersigned, [Name of Undeveloped Property Owner] (the “Purchaser”), is the

purchaser of $_________________ in initial principal amount of the above-referenced bonds

(the “Bonds”) of the City of Palm Desert Community Facilities District No. 2005-1 (University

Park) (the “District”). The Bonds are issued under and pursuant to Mello-Roos Community

Facilities Act of 1982 (California Government Code Section 53311 et seq.), as amended (the

“Act”) and a Bond Indenture, dated as of July 1, 2021 (the “Indenture”) by and between the

District and U.S. Bank National Association (the “Trustee”). All capitalized terms used but not

defined herein shall have the meanings ascribed to them in the Indenture.

The undersigned acknowledges that the Bonds were issued for the purpose of refunding

outstanding special tax bonds of the District upon the security of special taxes as more

particularly described in the Indenture.

In connection with the purchase by the Purchaser from the District of the Bonds, the

Purchaser makes the following representations, warranties, and certifications upon which you

may rely:

(a) The Purchaser agrees to the terms and provisions set forth in the Bonds

and in the Indenture, has the authority to purchase the Bonds, and to execute this letter and any

other instruments and documents required to be executed by the Purchaser in connection with the

purchase of the Bonds.

(b) The Purchaser has fully sufficient knowledge and experience in financial

and business matters, including purchase and ownership of municipal obligations, as to be

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capable of evaluating the merits and risks of the investment represented by the Bonds on the

basis of the information and review described in paragraphs (f), (g), and (h) below.

(c) The Purchaser is purchasing the Bonds for its own account and is not

purchasing the Bonds for the purpose of resale or distribution. The Purchaser understands that

its rights under the Bonds may not be transferred, assigned or sold to any person or entity except

in accordance with this Purchaser Letter and the Indenture, and (except for any tender of the

Bonds by the Purchaser to the District pursuant to the Indenture) unless it first obtains from the

transferee and delivers to the District a Purchaser Letter substantially in the form of this

Purchaser Letter, with no material revisions except as may be approved in writing by the District.

(d) The Purchaser understands that (i) the Bonds are a limited obligation of

the District secured by a subordinate lien upon, and payable solely from, Net Taxes and other

amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account) as

provided in the Indenture, (ii) no other fund or property of the District or the City of Palm Desert

(the “City”) is liable for the payment of the Bonds, (iii) none of the payment obligations with

respect to the Bonds are secured by a pledge of any money received or to be received from

taxation by the City or any political subdivision thereof, other than the Net Taxes of the District,

and (iv) there is no reserve fund for the Bonds.

(e) The Purchaser understands that (i) neither the Indenture nor the Bonds

have been registered with any federal or state securities agency or commission or otherwise

qualified for sale under the “Blue Sky” laws or regulations of any state, and such registration is

not legally required as of the date hereof; (ii) the Bonds will not be listed on any stock or other

securities exchange; (iii) the Bonds do not and will not carry a rating from any rating service;

(iv) the Bonds will be delivered in a form which may not be readily marketable; and (v) the

Bonds are not subject to any continuing disclosure undertaking pursuant to SEC Rule 15c-12, as

amended. The Purchaser agrees that it will comply with any applicable state and federal

securities laws then in effect with respect to any disposition of the Bonds by it, and further

acknowledges that any current exemption from registration of the Bonds does not affect or

diminish such requirements.

(f) The Purchaser, as a sophisticated investor, has made its own credit inquiry

and analyses with respect to the Bonds and the security therefor. The Purchaser has assumed the

responsibility for obtaining and making such review as the Purchaser has deemed necessary or

desirable in connection with the decision to purchase the Bonds. The Purchaser is aware that the

District involves certain economic variables and risks that could adversely affect the security for

the Bonds.

(g) The Purchaser acknowledges and understands that no official statement or

private placement memorandum of any kind has been or will be prepared or provided to the

Purchaser, and to the extent the Purchaser has required or desired any information related to the

Bonds, the Purchaser has requested and received such information.

(h) The Purchaser has been provided an opportunity to ask questions of, and

the Purchaser has received answers from, representatives of the District regarding the terms and

conditions of the Indenture, and the Purchaser has obtained all additional information requested

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by it in connection with the Indenture and the Bonds. Any additional information specifically

requested by the Purchaser from the District or the City, on behalf of the District, and provided

to the Purchaser prior to the Delivery Date constitutes all the information, review and

investigation that the Purchaser has deemed necessary or desirable prior to and in connection

with its decision to purchase the Bonds.

(i) This Purchaser Letter is expressly for your benefit and may not be relied

upon by any other party.

(j) The person signing this letter on behalf of the Purchaser is a duly

appointed, qualified and acting representative of the Investor and authorized to make the

certifications, representations and warranties contained herein.

IN WITNESS WHEREOF, on behalf of the undersigned Purchaser, I have hereunto set

my hand as of the date first written above.

[NAME OF UNDEVELOPED PROPERTY

OWNER]

By_______EXHIBIT____________________

Name ____________________________________

Title _____________________________________

Documents

STAFF REPORT CITY OF PALM DESERT FINANCE DEPARTMENT