Resolution Number SACRA 14-05-06-01SUCCESSOR AGENCY RESOLUTION NO. 14-05-06-01
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY (1) APPROVING A PLAN FOR SPENDING EXCESS
HOUSING BOND PROCEEDS, (2) AUTHORIZING A HOUSING
BOND PROCEEDS EXPENDITURE AGREEMENT WITH THE
SAN JUAN CAPISTRANO HOUSING AUTHORITY TO
TRANSFER SUCH FUNDS TO THE HOUSING AUTHORITY FOR
HOUSING BOND -ELIGIBLE PURPOSES, (3) DIRECTING THE
TRANSFER OF SUCH HOUSING BOND PROCEEDS TO THE
HOUSING AUTHORITY, AND (4) MAKING CERTAIN FINDINGS
IN CONNECTION THEREWITH
WHEREAS, the San Juan Capistrano Housing Authority ("Housing Authority") is
a public body, corporate and politic, organized and operating under the Housing
Authorities Law, Health and Safety Code Section 34200, et seq., 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 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 & 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, 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, 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"); 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,
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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 and 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,
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, pursuant to Health and Safety Code Section 34176, the City Council
designated the Housing Authority as the successor housing agency to the former
Agency; and,
WHEREAS, in its capacity as successor housing agency, pursuant to Health and
Safety Code Section 34176(8), the Housing Authority has the authority to designate the
use of and commit indebtedness obligation proceeds that are derived from
indebtedness obligations that were issued for the purposes of affordable housing prior
to January 1, 2011, and were backed by the Low and Moderate Income Housing Fund;
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, Subordinate Taxable Series B
Bonds (Housing) (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 Housing Authority to enable the Housing Authority 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 Housing Authority; and,
WHEREAS, Housing Authority and Successor Agency staff have prepared a
spending plan for using such Excess Bond Proceeds ("Bond Spending Plan") to
advance the Housing Authority's affordable housing goals; and,
WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent
with all applicable bond covenants, the Successor Agency and the Housing Authority
have negotiated the terms of that certain Housing Bond Proceeds Expenditure
Agreement ("Agreement") requiring the transfer of current and future excess bond
proceeds by the Successor Agency to the Housing Authority, and the Housing
Authority's use of such proceeds consistent with all applicable bond covenants; and,
WHEREAS, the Successor Agency and Housing Authority 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,
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WHEREAS, with Oversight Board approval, the Successor Agency has listed the
transfer of Excess Bond Proceeds to the Housing Authority on its Recognized
Obligation Payment Schedule (ROPS) 14-15A (July 1 to December 31, 2014) as an
obligation to be funded with Excess Bond Proceeds, subject to execution of the
Agreement and delivery thereof to the Department of Finance; and,
WHEREAS, the Successor Agency intends to transfer the remaining Excess
Bond Proceeds (estimated to be approximately $2.7 million) to the Housing Authority on
its Recognized Obligation Payment Schedules for January 1 through June 30, 2015
("ROPS 14-15B") and July 1 through December 31, 2015 ("ROPS 15-16A") as
applicable; and,
WHEREAS, the Successor Agency 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 SUCCESSOR AGENCY TO
THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. The Successor Agency 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 is in accordance with the
Dissolution Act, specifically Health and Safety Code Section 34176, and the former
Agency's bond covenants applicable to the Excess Bond Proceeds.
Section 3. The Successor Agency hereby approves the Housing Bond
Proceeds Expenditure Agreement in substantially the form attached hereto as Exhibit A
and incorporated herein.
Section 4. The Successor Agency hereby approves the Bond Spending Plan
in substantially the form attached hereto as Exhibit B and incorporated herein. The
Successor Agency acknowledges that, pursuant to the terms of the Housing Bond
Proceeds Expenditure Agreement, the Housing Authority may amend the Bond
Spending Plan, subject to compliance with all applicable bond covenants.
Section 5. The Chairman of the Successor Agency is hereby authorized and
directed to execute the Housing 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, said execution being conclusive
evidence of such approval.
Section 6. With Oversight Board approval, the Successor Agency has listed
the transfer of $4,000,000 of Excess Bond Proceeds to the Housing Authority on its
Recognized Obligation Payment Schedule for July 1 through December 31, 2014
("ROPS 14-15A"), as an obligation to be funded with Excess Bond Proceeds, subject to
execution of this Agreement and delivery hereof to the Department of Finance. The
Executive Director transfer of the remaining Excess Bond Proceeds (estimated to be
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approximately $2.7 million) to the Housing Authority will be listed on the Successor
Agency's Recognized Obligation Payment Schedules for January 1 through June 30,
2015 ("ROPS 14-15B") and July 1 through December 31, 2015,("ROPS 15-16A") as
applicable.
Section 7. This Resolution shall take effect immediately upon its adoption
APPROVED AND ADOPTED this 6t" day of May, 2014.
Larry Kram 'Ch -airman
Successor Agency to the San Juan Capistrano
Community Redevelopment Agency
(SEAL)
ATTEST:
Maria L. Morris, S cretaly '
Successor Agendy to the San Juan Capistrano
Community Redevelopment Agency
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed Agency Secretary of the Board of Directors of the
Successor Agency to the San Juan Capistrano Community Redevelopment Agency, do
hereby certify that the foregoing Resolution No. SACRA 14-05-06-01 was duly
adopted by the City Council of the City of San Juan Capistrano at a Regular meeting
thereof, held the 6t day of May 2014, by the following vote:
AYES: BOARD MEMBERS: Allevato, Reeve, Taylor, Byrnes and Chair Kramer
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
MARIA MORRIS, ge cy Secretary
rd
HOUSING BOND PROCEEDS EXPENDITURE AGREEMENT
This HOUSING BOND PROCEEDS EXPENDITURE AGREEMENT ("Agreement") is
entered into as of VI/1I Lo , , 2014, by and between the SAN JUAN CAPISTRANO
HOUSING AUTHORITY, a public body, corporate and politic ("Housing Authority"), and the
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Successor Agency").
Recitals
A. The Housing Authority is a public body, corporate and politic, organized and
operating under the Housing Authorities Law, Health and Safety Code Section 34200, et
seq., 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, et 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 thereunder.
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. Pursuant to Health and Safety Code Section 34176, the City Council
designated the Housing Authority as the successor housing agency to the former Agency.
In its capacity as successor housing agency, pursuant to Health and Safety Code
Section 34176(g), the Housing Authority has the authority to designate the use of and
commit indebtedness obligation proceeds that are derived from indebtedness obligations
that were issued for the purposes of affordable housing prior to January 1, 2011, and were
backed by the Low and Moderate Income Housing Fund.
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, Subordinate Taxable Series B Bonds
(Housing) (together with other funds described in Section 2.1 below, "Bond Proceeds") that
are not otherwise obligated for a project or other enforceable obligation.
J. The Successor Agency desires to transfer its Excess Bond Proceeds to the
Housing Authority to enable the Housing Authority 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, the
former Agency or the Housing Authority. The Housing Authority Board has adopted a
spending plan for using such Excess Bond Proceeds ("Bond Spending Plan") to advance
the Housing Authority's community development goals while maximizing fiscal and social
benefits flowing to the taxing entities from successful development. The Housing Authority
Board and Successor Agency Board have found that the use of Excess Bond Proceeds in
accordance with the Bond Spending Plan is in accordance with Health and Safety Code
Section 34176 and the covenants set forth in the former Agency's bond documents. The
Oversight Board has determined that the expenditure of Excess Bond Proceeds in
accordance with this Agreement will benefit the affected taxing entities and is consistent
with the former Agency's bond covenants and has approved the execution of this
Agreement and the transfer of Excess Bond Proceeds to the Housing Authority 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 Housing Authority have
negotiated this Agreement requiring the transfer of current and future excess bond
proceeds by the Successor Agency to the Housing Authority, and the Housing Authority'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 Section 34191.4(c)(2)(A) to be paid from Excess Bond Proceeds.
With Oversight Board approval, the Successor Agency has listed the transfer of $4,000,000
of Excess Bond Proceeds to the Housing Authority on its ROPS 14-15A for July 1 through
December 31, 2014, as an obligation to be funded with Excess Bond Proceeds, subject to
execution of this Agreement and delivery hereof to the Department of Finance. The
Successor Agency intends to transfer the remaining Excess Bond Proceeds (estimated to
be approximately $2.7 million) to the Housing Authority on its Recognized Obligation
Payment Schedules for January 1 through June 30, 2015 ("ROPS 14-1513") and July 1
through December 31, 2015 ("ROPS 15-16K) as applicable.
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NOW, THEREFORE, the parties hereto do mutually agree as follows:
RECITALS
The recitals above are an integral part of this Agreement and set forth the intentions
of the parties and the premises on which the parties have decided to enter into this
Agreement.
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 and secured by the Low and
Moderate Income Housing Fund, (2) rents, sale proceeds and other revenues generated by
properties acquired and/or improved with proceeds from such tax allocation bonds issued
on or before December 31, 2010, (3) interest and principal paid on loans funded by
proceeds from such 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
such tax allocation bonds issued on or before December 31, 2010.
2.3 "Excess Bond Proceeds" means 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 Housing Authority, no later than December 31, 2015, Excess Bond Proceeds
currently held by the Successor Agency in an amount not to exceed $6,700,000.
3.2 FUTURE EXCESS BOND PROCEEDS. The Successor Agency shall
transfer to the Housing Authority 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 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.
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The parties intend that payments of future Excess Bond Proceeds be made to the
Housing Authority as soon as possible after such Excess Bond Proceeds become available.
The transfer of future Excess Bond Proceeds to the Housing Authority 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 Housing Authority, 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 Housing Authority all responsibilities in relation to the administration
of any projects or programs funded by Excess Bond Proceeds. The Successor Agency
assigns to the Housing Authority 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. HOUSING AUTHORITY OBLIGATIONS
The Housing Authority shall have the following obligations under this Agreement:
4.1 EXCESS BOND PROCEEDS. The Housing Authority shall accept, hold, and
disburse Excess Bond Proceeds transferred to the Housing Authority by the Successor
Agency under this Agreement, including current Excess Bond Proceeds and future Excess
Bond Proceeds. The Housing Authority 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 Housing Authority 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 Housing Authority shall spend Excess Bond Proceeds consistent with
the original bond covenants applicable to the particular Excess Bond Proceeds. The
Housing Authority shall be solely responsible for ensuring that Excess Bond Proceeds are
maintained and spent in accordance with bond covenants and other applicable laws. The
Housing Authority may transfer funds between approved projects, programs and activities.
The Housing Authority 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
Housing Authority 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 with environmental laws such as CEQA, and shall timely
complete the work required for each project commenced by the Housing Authority pursuant
to this Agreement and the Bond Spending Plan.
4.2 BOND SPENDING PLAN. The Housing Authority shall be solely responsible
for maintaining and implementing the Bond Spending Plan. The Housing Authority may
amend the Bond Spending Plan as the Housing Authority deems necessary in its sole
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discretion. Any amendments to the adopted Bond Spending Plan will consider uses that
advance the Housing Authority'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 Housing Authority expressly agrees otherwise, the
Housing Authority shall not be obligated to provide funding for any program or project in an
amount exceeding the Excess Bond Proceeds provided to the Housing Authority 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 Housing Authority and
the Successor Agency. Notwithstanding any reference in this Agreement to persons or
entities other than the Housing Authority 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
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.
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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 carry out
the intent of this Agreement.
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In witness whereof, the undersigned parties have executed this Housing Bond
Proceeds Expenditure Agreement as of the date first above written.
"HOUSING AUTHORITY"
SAN JUAN CAPISTRANO HOUSING AUTHORITY,
a public body, corporate and politic
By.
Roy L. Byrnes, dhairman
Approved as t form:
r _
By: L
Hans Van Ligt n
Housing Authority Counsel
"SUCCESSOR AGENCY"
SUCCESSOR AGENCY TO THE
SAN JUAN CAPISTRANO
COMMUNITY REDEVE OPMENT AGENCY
By:
Larry Kramer, hairman
Approved as tp,Fon
M
Thomas P. Clark
Successor Agency S�ecial unsel
ATTEST:
ria Morris, Ci V le and
Successor Agen ` Secretary
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EXHIBIT B
BOND SPENDING PLAN
San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano
Central Redevelopment Project, 2008 Tax Allocation Bonds, Taxable Series B Bonds
(Housing)
Project Description
Amount
The Groves Affordable Housing Project and other affordable
housing projects to be determined $ 6,700,000