Loading...
2018-10 RESOLUTION NO. 2018-10 RESOLUTION OF THE CITY OF GRAND TERRACE APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF GRAND TERRACE AND THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY REGARDING THE EXPENDITURE OF FORMER COMMUNITY REDEVELOPMENT AGENCY TAX ALLOCATION BONDS WHEREAS, the Community Redevelopment Agency of the City of Grand Terrace, ("Redevelopment Agency") was formed for the purpose of revitalizing areas within the City of Grand Terrace pursuant to Health and Safety Code (HSC) Section 33000, et. Seq.; and WHEREAS, pursuant to Assembly Bill 1X 26, enacted on June 28, 2011, and Assembly Bill 1484, enacted on June 27, 2012, (collectively the "Dissolution Act"), the Redevelopment Agency was dissolved on February 1, 2012; and WHEREAS, on January 10, 2012, the Grand Terrace City Council adopted Resolution No. 2012-01, pursuant to Part 1.85, of the Dissolution Act, by which the City Council elected to serve as the Successor Agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency") commencing on February 1, 2012; and WHEREAS, pursuant to Health and Safety Code section 34191.4(c), after a successor agency has received a finding of completion from the State Department of Finance ("DOF"), a successor agency, with the approval of its oversight board, may list enforceable obligations to expend excess bond proceeds on its Recognized Obligation Payment Schedule ("ROPS"), so long as such expenditures are consistent with the bond covenants; and WHEREAS, the Successor Agency received a Finding of Completion from the DOF on May 9, 2013; and WHEREAS, the Successor Agency submitted a Last and Final Recognized Obligation Payment Schedule (ROPS); and WHEREAS, the Successor Agency has excess bond proceeds in the amount of $2,026,585 from the 115,175,000 Grand Terrace Redevelopment Agency's Community Redevelopment Project Area 2011A Tax Allocation Bonds" which are covenanted redevelopment purposes; and WHEREAS, the City of Grand Terrace and the Successor Agency to the former Grand Terrace Redevelopment Agency have approved execution of the Bond Proceeds Expenditure Agreement in order to have the excess bond proceeds in the amount of$2,026,585 held by the Successor Agency transferred to the City so that 2018-09 CC Reso Page 1 of 3 April 10, 2018 these excess bond proceeds can be expended for redevelopment purposes in a manner consistent with the applicable bond covenants and Dissolution Act requirements. NOW THEREFORE, THE CITY OF GRAND TERRACE CITY COUNCIL DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The City Council finds that the above recitations are true and correct and, accordingly, are incorporated as a material part of this Resolution. SECTION 2. The Bond Proceeds Expenditure Agreement, incorporated herein as Attachment A, is hereby approved and adopted in substantially the same form as shown in Attachment A by the City Council. SECTION 3. The City of Grand Terrace and the Successor Agency are hereby authorized to execute said agreement subject to the approval by the Department of Finance. SECTION 4. All legal prerequisites to the adoption of this Resolution have been satisfied. SECTION 5. The respective executive officers of the City of Grand Terrace and the Successor Agency are hereby directed to take all necessary and appropriate acts to submit the Excess Bond Expenditure Agreement to the California Department of Finance, State Controller's Office, San Bernardino County Auditor-Controller, and any other applicable agency. The executive officers are further authorized to perform all acts necessary and appropriate which may be required by the California Health & Safety Code. This includes, but is not limited to, the requirements set forth by the California Department of Finance, the San Bernardino County Auditor-Controller, or any other applicable agency. SECTION 6. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the City Council of the City of Grand Terrace at a regular meeting held on the 101h day of April 2018. f--; 'r - Dar ayor ATTEST: ,a]J'1'W-Z1 WA 4u=:� Debra homas, City Clerk 2018-09 CC Reso Page 2 of 3 April 10, 2018 Attachment A Bond Proceeds Expenditure Agreement 2018-09 CC Reso Page 3 of 3 April 10, 2018 REVISED This BOND PROCEEDS EXPENDITURE AGREEMENT ("Agreement") is entered into as of_ ,, 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 l .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. S 194861 ("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. I 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 CROPS"). 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 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 RODS, 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 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 ,1 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 may be 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 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 municipal corporation Mayor ATTEST: City Clerk "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE GRAND TERRACE REDEVELOPMENT AGENCY, a public body corporate and politic Successor Agency Chair ATTEST: Successor Agency Secretary s} STATE OF CALIFORNIA } COUNTY OF SAN BERNARDINO CITY OF GRAND TERRACE } I Debra L. Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2018-10 was duly passed, approved and adopted by the City Council, approved and signed by the Mayor, and attested by the City Clerk, at the regular meeting of said City Council held on the 101" day of April 2018, and that the same was passed and adopted by the following vote: AYES: Council Members Hussey, Henderson; Mayor Pro Tern Robles; Mayor McNaboe NOES: Council Member Wilson ABSENT: None. ABSTAIN: None. Executed this 111h day of April 2018, at Grand Terrace, California. 1�k 14w,d104c�- Debra L. Thomas City Clerk [SEAL]