Successor Agency to the GT RDA - Revised Bond Proceeds Expenditure Agreement- REVISED BOND PROCEEDS EXPENDITURE. AGREEMENT
This BOND PROCEEDS EXPENDITURE AGREEMENT ("Agreement") is
entered into as of April 11, 2018, by and between the CITY OF GRAND TERRACE, a
California municipal corporation ("City"), and the SUCCESSOR AGENCY TO THE
GRAND TERRACE REDEVELOPMENT AGENCY,a public body corporate and politic
pursuant to Parts 1 .8 and 1 .85 of Division 24 of the California Health & Safety Code
("Successor Agency").
RECITALS
A. The City is a municipal corporation organized and operating under the laws of the
State of California.
B. The Successor Agency is a public body corporate and politic, organized and operating
under Part 1.85 of Division 24 of the Dissoluti on Law (as defined in Recital D below).
C. The Grand Terrace Redevelopment Agency ("former Agency") previously was a
California public body, corporate and politic,duly formed by the City Council of the City
("City Council") and was organized, existed and exercised the powers,of a community
redevelopment agency under the California Community Redevelopment Law, Health
and Safety Code Section 33000, et seq. ("CRL").
D. Assembly Bill xl 26 ("AB xl 26"), effective on June 28, 2011, added Parts 1 .8 and
1 .85 to Division 24 of the California Health and Safety Code and which laws were
modified,in part,and determined constitutional by the California Supreme Court in the
petition California Redevelopment Association, et al. vs. Ana Matosantos, el al. Case
No. S194861 ("Matosantos Decision"), which laws and court opinion caused the
dissolution of all redevelopment agencies and winding down of the affairs of former
redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill
1484 ("AB 1484") that was effective on June 27, 2012, and thereafter further amended
by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and
subsequent amending legislation are referred to as the "Dissolution Law"). All statutory
references herein are to the Dissolution Law unless otherwise stated .
E. As of February 1 , 2012, the former Agency became a dissolved community
redevelopment agency pursuant to the Dissolution Law.
F. As of and on and after February 1,2012,the Successor Agency is performing its functions
as the successor agency under the Dissolution Law to administer the enforceable
obligations of the former Agency and is engaged in activities necessary and appropriate
to wind down the affairs of the former Agency, all subject to the review and approval
by a seven-member "Oversight Board" formed thereunder.
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G. Section 34191.4(c)(1) of the Dissolution Law allows a successor agency that has
received a Finding of Completion to use bond proceeds from bonds issued prior to 2011
for the purposes for which the bonds were sold, provides 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").
H. The Successor Agency received its Finding of Completion from the State of California
Department of Finance("DOF") dated as of May 9, 2013.
I. The Successor Agency submitted its Last and Final ROPS.
J. The CRL pre-dissolution provided for, and the Dissolution Law post-dissolution
continues to provide for, a cooperative relationship between sponsoring cities and
their redevelopment agencies, as well as their successor agencies who have assumed
the duties and obligations of the former redevelopment agencies. Under CRL
Section 33220, a city may aid and cooperate in the planning, undertaking,
construction, or operation of redevelopment projects. CRL 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. Section 34178(a) of the
Dissolution Law allows a successor agency and its sponsoring city to enter into
agreements, subject to Oversight Board approval under Section 34180(h) of the
Dissolution Law.
K. The Successor Agency has and will have proceeds of its Community
Redevelopment Agency of the City of Grand Terrace 2011 Tax Allocation Bonds
("TABS") that are not otherwise obligated for a project or other enforceable
obligation. The Successor Agency desires to transfer such Excess Bond Proceeds
(defined below) to the City to enable the City to expend or allocate such Excess
Bond Proceeds for expenditures consistent with all applicable covenants of the 2011
Tax Allocation Bonds.
L. The Successor Agency desires to transfer its Current Excess Bond Proceeds to the City
to enable the City to use or allocate such Current Excess Bond Proceeds in a manner
consistent with the covenants of the 2011 Bonds and to undertake projects and programs
that were not previously funded and obligated by the former Agency pre-dissolution
or by the Successor Agency post-dissolution, or by the City pre- or post-dissolution.
The City Council and former Agency Board have found that the use of the Current
Excess Bond Proceeds to fund various capital improvements within the Grand Terrace
Redevelopment Project Area complies with CRL Sections 33445, 33445.1, and 33679
and other applicable law.
M. In order to facilitate the use of the Current Excess Bond Proceeds consistent with all
applicable bond covenants, the Successor Agency and the City have negotiated this
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Agreement requiring the transfer of current excess bond proceeds of$2,026,585 by the
Successor Agency to the City, and the City's agreement to use such proceeds consistent
with all applicable covenants, conditions, restrictions and obligations under the 2011
Bonds. With Oversight Board approval, the Successor Agency has listed the expenditure
of the Current Excess Bond Proceeds on its Last and Final ROPS, subject to approval of
this Agreement by the Oversight Board and DOF as an obligation to be funded with
the Current Excess Bond Proceeds.
NOW, THEREFORE, the parties hereto do mutually agree as follows:
1. 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.
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the indicated meaning:
2.1 "Dissolution Law" is defined in Recital D.
2.2 "Bond Proceeds" is defined in Recital J.
2.3 "Excess Bond Proceeds" means Bond Proceeds that are not needed to
satisfy Enforceable Obligations in the amount of$2,026,585 and is listed on
the Last and Final ROPS.
2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond
Proceeds obligations, as defined under the Dissolution Law.
3. SUCCESSOR AGENCY OBLIGATIONS
The Successor Agency shall have the following obligations under this Agreement:
3.1 Current Excess Bond Proceeds. The Successor Agency shall transfer to the City,
as soon as practicable and no later than June 30, 2017, the Current Excess Bond
Proceeds currently held by the Successor Agency totaling $2,026,585 as shown in
the Last and Final ROPS.
3.2 Projects Funded By Current Excess Bond Proceeds. The Successor Agency assigns
to the City all responsibilities in relation to the administration and implementation
of any projects or programs funded by the Current Excess Bond Proceeds. The
Successor Agency assigns to the City all contracts entered into by the Successor
Agency post-dissolution or the former Agency pre-dissolution related to the
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expenditure of the Current Excess Bond Proceeds and any activities to be funded
by the Current Excess Bond Proceeds.
4. CITY OBLIGATIONS
The City shall have the following. obligations under this Agreement:
4.1 Current Excess Bond Proceeds. The City shall accept, hold, disburse and
administer the Current Excess Bond Proceeds of$2,026,585 transferred to the City by the
Successor Agency under this Agreement. The City shall retain any Current Excess
Bond Proceeds that it receives, without any obligation to return such funds to the
Successor Agency, and shall use or allocate such funds for uses consistent with
applicable covenants of the 2011 Bonds.
The City may spend or allocate the Current Excess Bond Proceeds of $ 2,026,585
received or retained under this Agreement on any project,program, or activity authorized
under the 2011 Indenture and the 2011 Tax Certificate. Notwithstanding anything to
the contrary in this Agreement, the City shall spend or allocate the Current Excess
Bond Proceeds consistent with all covenants of the 2011 Bonds. The City shall be
solely responsible for ensuring that the Current Excess Bond Proceeds are maintained
and spent (or allocated to expenditures) in accordance with all covenants of the 2011
Bonds and other applicable laws. The City may transfer funds between approved
projects, programs and activities.
The City hereby assumes all contracts entered into or assumed by the Successor Agency
post dissolution or entered into by the former Agency pre-dissolution related to the
expenditure of Current Excess Bond Proceeds and any activities to be funded by Excess
Bond Proceeds, with the exception of those contracts relating to Enforceable
Obligations, which shall be retained by the Successor Agency. The City shall perform
its obligations hereunder, and under such assumed contracts, in accordance with the
applicable provisions of federal, state and local laws, including the obligation to com
ply with environmental laws such as CEQA and/or NEPA, and shall timely complete
the work required for each project commenced by the City pursuant to this Agreement
and the 2011 Indenture and the 2011 Tax Certificate.
5. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS
5.1 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.
5.2 This Agreement is intended solely for the benefit of the City and the Successor
Agency. Notwithstanding any reference in this Agreement to persons or entities
other than the City and the Successor Agency, there shall be no third party
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beneficiaries under this Agreement.
5.3 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.
6. SEVERABILITY
If any term, provision, 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 such that the purpose of any invalidated
or voided provision, covenant, or condition can be accomplished to the maximum extent
legally permissible.
7. DEFAULT
If either party fails to adequately perform an obligation required by this Agreement
within thirty (30) calendar days of receiving written notice from the non-defaulting
party,the party failing to perform shall be in default hereunder. In the event of default,
the non-defaulting party will have all the ri ghts 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 party'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 maybe available to the non-defaulting party against the defaulting party.
8. 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.
9. NON-LIABILITY OF MEMBERS,OFFICIALS,EMPLOYEES ANGE AGENTS;
NON-RECOURSE OBLIGATION
No member, officer, official, employee, agent or representative of the Successor
Agency or the City shall be personally liable for performance by the Successor Agency
or City hereunder, for breach or default by the City or Successor Agency hereunder,
for any amounts which may be payable or become due hereunder, or for any judgment
or execution thereon entered in any action.
10. FURTHER ASSURANCES
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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.
In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure
Agreement as of the date first above written.
"CITY"
CITY OF GRAND TERRACE,
a California municipa corporation
ayor
ATTEST:
City Clerk
"SUCCESSOR AGENCY"
SUCCESSOR AGENCY TO THE
GRAND TERRACE
REDEVELOPMENT AGENCY,
a public body corporate and politic
S cc sor Alcy Chair
ATTEST:
Successor Agency Secretary
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