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HomeMy WebLinkAbout17-53 CC Resolution RESOLUTION NO. 17-53 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency') issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). (b) The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007, each by and between the Former Agency and U.S. Bank National Association, as trustee. ' (c) The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). (d) Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency was established. (e) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. (f) Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. (g) By a letter dated April 26, 2013, the DOF informed the Successor Agency ' that the DOF has issued a Finding of Completion to the Successor Agency. Resos 17-53 1 (h) The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects"). (i) Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a 2007 Bond Proceeds Funding Agreement in order that the City may perform or cause to be performed the work required for the Projects, substantially in the form attached as Attachment A (the "Funding Agreement") Q) The Funding Agreement will provide for the transfer of the Remaining Bond Proceeds to the City, for the City to perform or cause to be performed the work required for the Projects and expend the Remaining Bond Proceeds in connection therewith. (k) The execution of the Funding Agreement will be in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. Section 2. Approval of Agreement. The Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. The Mayor (or in the Mayor's ' absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Funding Agreement, in substantially such form, with changes therein as the Mayor(or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The Mayor, the Mayor Pro Tem, the City Manager and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Funding Agreement and implement the Funding Agreement. The City Clerk is authorized to attest to the City officers' signatures to any such document or instrument. Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution. 1 Resos 17-53 2 PASSED, APPROVED, AND ADOPTED by the City Council of the City of ' Temecula this 5th day of September, 2017. aryann Edwards, Mayor ATTEST: Rand o , City Clerk [SEAL] 1 Resos 17-53 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 17-53 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5"' day of September, 2017, by the following vote: AYES: 5 COUNCIL MEMBERS: Comerchero, Naggar, Rahn, Stewart, Edwards NOES: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None ' 4=Randi Johl, City Clerk Resos 17-53 4 ' ATTACHMENT A Housing Bond Proceeds Funding Agreement (substantial final form) (see attached) r . HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FUNDING AGREEMENT (this "Agreement'), dated as of , 2017, is entered into by and between the City of Temecula, in its capacity as the successor to the housing assets and functions of the former Redevelopment Agency of the City of Temecula (the "Housing Successor"), and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency," and together with the Housing Successor, the "Parties"). RECITALS: A. The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A(the"2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). B. The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the"2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). ' C. The 2011 A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). D. The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. E. Pursuant to AB XI 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. F. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. G. Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds")and unspent proceeds of the 201 0B Bonds(the"Remaining 201 0B Bond Proceeds"). H. Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (the "Remaining 2011A Bond Proceeds" and collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the `Remaining Housing Bond Proceeds"). 1. Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the Housing Successor. J. HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. K. HSC Section 34176(g) further provides that a designation of the use (or commitment)of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. L. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance (the "DOF") of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a ' determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. M. The Successor Agency received a copy of Resolution No. adopted on , 2017, by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor's designation of the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing,preserving and improving housing for low and moderate income persons(the"Housing Successor Projects"). N. The use of the Remaining Housing Bond Proceeds for the Housing Successor Projects shall be consistent with the covenants relating to the Housing Bonds. O. The Housing Successor and the Successor Agency desire to enter into this Agreement in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. P. This Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Q. Resolution No. adopted by the Oversight Board on 2017, ' approving the Successor Agency's execution and delivery of this Agreement was [approved [deemed approvedl by the DOF pursuant to HSC Section 34179(h) on 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section L (a) For the ROPS ("ROPS I8-19") covering the period from July 1, 2018 through June 30, 2019 ("ROPS 18-19 Period"), the Successor Agency shall list the transfer of all of the Remaining Housing Bond Proceeds (including estimated interest earnings to the date of transfer under Section I(b)) to the Housing Successor to be used for the costs of the Housing Successor Projects. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor pursuant to HSC Sections 34176 and 34176.1. Section 3. The Housing Successor shall use the Remaining Housing Bond Proceeds in a manner consistent with all applicable bond covenants and all applicable law. Section 4. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. ' Section 5. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. No official, agent, or employee of the Successor Agency or the City (whether or not acting in its capacity as the Housing Successor), or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default hereunder or breach hereof by the Successor Agency or the Housing Successor,or for any amount which may otherwise become due to the Housing Successor or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 8. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their ' duly authorized officers. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Executive Director ATTEST: Board Secretary CITY OF TEMECULA, as Housing Successor By Mayor ATTEST: 1 City Clerk 1