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Resolution Number SJCOB 14-04-22-01 OVERSIGHT BOARD RESOLUTION NO. 14-04-22-01 _ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (1) APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA AND THE SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS TO THE CITY FOR BOND-ELIGIBLE PURPOSES, (2) DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND (3) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of San Juan Capistrano ("City') is a municipal corporation organized and operating under the laws of the State of California; and, WHEREAS, the Successor Agency to the San Juan Capistrano Community Redevelopment Agency ("Successor Agency') is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Act (defined below); and, WHEREAS, the San Juan Capistrano Community 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 & Safety Code Section 33000, et seq.; and, WHEREAS, Assembly Bill x1 26 ("AB x1 26"), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health & 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, v. Ana Matosantos, at at, 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, (together AB x1 26, the Matosantos Decision, and AB 1484 are referred to as the "Dissolution Act'); and, WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Act; and, WHEREAS, as of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Act 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; and, �I WHEREAS, Section 34191.4(c) of the Dissolution Act 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; and, WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 8, 2013; 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; and, WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and, WHEREAS, 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; and, WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and, WHEREAS, the Successor Agency has and will have proceeds of its San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 2008 Tax Allocation Bonds, Tax-Exempt Series A Bonds (together with other funds described in the Agreement, "Bond Proceeds") that are not otherwise obligated for a project or other enforceable obligation; and, WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds (defined in the Agreement) to the City to enable the City to use such Excess Bond Proceeds for redevelopment purposes, including to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City, and in a manner consistent with the original bond covenants; and, WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ("Bond Spending Plan") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and, 2 4/22/2014 WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated L� the terms of that certain Bond Proceeds Expenditure Agreement ("Agreement") requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and, WHEREAS, the Successor Agency and City intend that the Agreement shall constitute an excess bond proceeds obligation within the meaning of Health and Safety Code Section 34191.4(c)(2)(A) to be paid from Excess Bond Proceeds; and, WHEREAS, the Successor Agency has listed obligations to be funded with Excess Bond Proceeds on its Recognized Obligation Payment Schedule (ROPS) for July 1, 2014, through December 31, 2014, (ROPS 14-15A) and upon receiving Oversight Board approval and State Department of Finance approval will transfer excess bond proceeds set forth therein; and, WHEREAS, the Oversight Board desires to approve the Agreement and the Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY: Section 1. Each of the foregoing recitals is true and correct. Section 2. The Oversight Board hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds in accordance with the Bond Spending Plan to fund projects that involve City- owned public buildings, facilities, structures, or other improvements is in accordance with Health and Safety Code Sections 33445, 33445.1, and 33679 and other applicable law. Section 3. The 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 transfer of Excess Bond Proceeds to the City for the purposes described herein and in the Bond Spending Plan. Section 4. The Oversight Board hereby approves the Bond Proceeds Expenditure Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The Oversight Board hereby approves the Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The U Oversight Board acknowledges that, pursuant to the terms of the Bond Proceeds 3 4/22/2014 Expenditure Agreement, the City may amend the Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The Successor Agency is hereby authorized and directed as follows: a. Execute the Bond Proceeds Expenditure Agreement in the form presented herewith with such changes, insertions and omissions as may be approved by the Executive Director of the Successor Agency; and, b. List the Agreement, and the requirement to transfer excess bond proceeds set forth therein, on the Successor Agency's Recognized Obligation Payment Schedule for July 1, 2014, through December 31, 2014 ("ROPS 14-15A") and any future Recognized Obligation Payment Schedule as necessary as an obligation to be funded with Excess Bond Proceeds until approved by the California Department of Finance; and, c. Upon receiving approval of the ROPS 14-15B from the California Department of Finance, transfer all Excess Bond Proceeds to the City for use by the City in accordance with the Bond Proceeds Expenditure Agreement and the Bond Spending Plan. Section 7. This Resolution shall take effect immediately upon its adoption. r— APPROVED AND ADOPTED this 22nd day of April, 2014. Laura S. Frees , Chair Oversight Board to the Successor Agency to the San Juan Capistrano Community Redevelopment Agency (SEAL) ATTEST: Ma orris, Secret Oversight Board to the Successor Agency to the n San Juan Capistrano Community Redevelopment Agency " 4 4/22/2014 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, Maria Morris, appointed Secretary of the Oversight Board to the Successor Agency of the San Juan Capistrano Community Redevelopment Agency, hereby certify that the foregoing resolution Oversight Board Resolution 14-04-22-02 was duly adopted by the Oversight Board at a regular meeting held on the 22'4 day of April 2014, and that it was so adopted by the following vote: AYES: BOARD MEMBERS: Doll, Kerr, McCord, Thomas, Tatarian and Chair Freese NOES BOARD MEMBERS: None ABSENT: BOARD MEMBERS: He �p y Ma ' orris, Oversight and ecreta 5 4/22/2014 BOND PROCEEDS EXPENDITURE AGREEMENT This BOND PR CEEDS EXPENDITURE AGREEMENT ("Agreement°) is entered into as of Apci I ► , 2014, by and between the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City"), and the SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, and successor agency to the former San Juan Capistrano Community Redevelopment Agency pursuant to Health and Safety Code Section 34173(a) ("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 Dissolution Act (as defined in Recital D below). C. The San Juan Capistrano Community Redevelopment Agency ("former Agency") previously was a California public body, corporate and politic, duly formed by the City Council of the City of San Juan Capistrano ("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. D. Assembly Bill x1 26 ("AB x1 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, at al. v. Ana Matosantos, et 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 (together AB x1 26, the*Matosantos Decision, and AB 1484 are referred to as the "Dissolution Act"). All statutory references herein are to the Dissolution Act unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Act. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Act 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 there under. 1 EXHIBIT A G. Section 34191.4(c) of the Dissolution Act 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 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(x) 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 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h). I. The Successor Agency has and will have proceeds of its San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 2008 Tax Allocation Bonds, Tax-Exempt Series A Bonds (together with other funds described in Section 2.1 below, "Bond Proceeds") 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 such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants, J. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the original bond covenants and to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City. The City has adopted a spending plan for using such Excess Bond Proceeds ("Bond Spending Plan") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds in accordance with the Bond Spending Plan to fund projects that involve City-owned public buildings, facilities, structures, or other improvements is in accordance with Health and Safety Code Sections 33445, 33445.1, and 33679 and other applicable law. The 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 transfer of Excess Bond Proceeds to the City for the purposes described herein. K. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants. The parties Intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of Health and Safety Code 2 Section 34191.4(c)(2)(A) to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 14-15A for July 1 through December 31, 2014, as an obligation to be funded with Excess Bond Proceeds and if not approved on ROPS 14- 15A will continue to list on subsequent ROPS until approved by the California State Department of Finance. 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 Act" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital H and also includes (1) proceeds from tax allocation bonds Issued on or before December 31, 2010, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3)interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, and (4)other income or revenues generated from assets acquired or funded with proceeds from tax allocation bonds issued on or before December 31, 2010. 2.3 "Excess Bond Proceeds" mean Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Act. 2.5 "Bond Spending Plan" is defined in Recital J. 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, no later than December 31, 2014, Excess Bond Proceeds currently held by the Successor Agency In an amount not to exceed $1,980,000. 3.2 FUTURE EXCESS BOND PROCEEDS. The Successor Agency shall transfer to the City all future 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 3 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 Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 PROJECTS FUNDED BY EXCESS BOND PROCEEDS. The Successor Agency assigns to the City all responsibilities in relation to the administration of any projects or programs funded by Excess Bond Proceeds. The Successor Agency assigns to the City all contracts entered Into by the Successor Agency or the former Agency related to the expenditure of 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. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 EXCESS BOND PROCEEDS. The City shall accept, hold, and disburse Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from 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. The City may spend Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with the original bond covenants applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that 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. The City hereby assumes all contracts entered into by the Successor Agency or the former Agency related to the expenditure of 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 comply 4 with environmental laws such as CEQA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining and implementing the Bond Spending Plan. The City may amend the Bond Spending Plan as the City deems necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development. 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 Excess Bond Proceeds provided to the City pursuant to this Agreement. 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 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 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 U of the non-defaulting party enumerated in this paragraph are cumulative and shall not limit 5 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. 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 cavy out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] 6 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. "CITY" CITY OF SAN JUAN CAPISTRANO, a municipal corp o ation By: sarWW1evato, Mayor Approv d as t form: By: Hans Van 6 n, City Attorney "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUTY REDEVELOPMEN AGENCY Larry Kramer, ccessor Agency Chairm n Approv as to fo By: - Thom P. Clark, Su or Agency Special Counsel ATTER T: f 1 By: Mana rr , City Clerk and Successor gency Secretary U 7 JEXHIBIT B BOND SPENDING PLAN San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 2008 Tax Allocation Bonds, Tax-Exempt Series A Bonds Project Description Amount Verdugo Street Improvements $1,880,000 Verdugo Street is located in the Historic Downtown and is considered the gateway to the downtown area from the San Juan Capistrano Train Station and Historic Los Rios District. This project will be completed in 2 phases; Phase 1 - consists of constructing streetscape and sewer line improvements along Arguello Way, and Phase 2 - consists of constructing widened sidewalks, landscaping, enhanced paving, storm drain improvements, lighting and street furniture along Verdugo Street with enhanced traffic circulation and parking improvements within the Town Center area. A preferred concept was approved by the City Council in 2013. The goal of the project is to project is to provide a more pedestrian friendly and inviting entry into the City as identified in the Historic Town Center Master Plan with previously designed enhancements to this street. Downtown Sidewalk Improvements -Forster Street/Camino Capistrano $100,000 `r This project will improve the sidewalk along Camino Capistrano from Del Obispo Street just south of Forster St. to make it compliant with the Americans with Disabilities Act (ADA compliant) and include brick pavers to match the sidewalks at the other legs of the intersection of Del Obispo Street and Camino Capistrano. The handicap ramps at the northeast corner of Del Obispo Street and Camino Capistrano, and north and south of Forster Street will also be improved. A sidewalk along the north side of Forster Street and associated striping adjustments will also be constructed. Currently, there is no sidewalk along either side of Forster Street. Pedestrians are walking in the street which is unsafe. The project was partially funded ($100,000 for construction) by the former Redevelopment Agency before its dissolution. Total U EXHIBIT B