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HomeMy WebLinkAbout17-04 OB SARDA Resolution RESOLUTION NO. OB SARDA 17-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Oversight Board (this "Oversight Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") 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 of the Former Agency 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 was constituted as the successor entity to the Former Agency, and this Oversight Board 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, 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 may be used for the purposes for which the Bonds were sold, in a manner consistent with the relevant covenants in the Indenture. 1 (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. (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 Successor Agency Agreement. This Oversight Board hereby approves the Successor Agency's execution and delivery of the Funding Agreement. Section 3. Other Acts. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and to implement the Funding Agreement. Section 4. Certification. The Secretary shall certify to the adoption of this Resolution. 2 PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017. John Kelliher, Chairperson ATTEST: Randi Johl, dity Cle JBoard Secretary 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. OB SARDA 17-04 was duly and regularly adopted by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 13th day of September, 2017, by the following vote: AYES: 4 BOARD MEMBERS: Gonzales, Kelliher, Meyer, Thornhill NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 3 BOARD MEMBERS: Ordway-Peck, Turner, Venable Randi Johl ty Clerk/Board Secretary 4 ATTACHMENT A 2007 Bond Proceeds Funding Agreement (substantial final form) (see attached) 2007 BOND PROCEEDS FUNDING AGREEMENT This 2007 BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") and the City of Temecula (the "City," and together with the City, the"Parties"). RECITALS: 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 (as supplemented and amended, the "Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "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 Associalion, el al. v. Ana MWOSa171os, el al., 53 Cal. 41h 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") 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. I-I. 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, including those listed in Exhibit A (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 -1- 11086-01942093473 v3.doe Successor Agency and the City desire to enter into this Agreement in order that the City may perform or cause to be performed the work required for the Projects, with payment therefor to be made from the Remaining Bond Proceeds. J. This Agreement provides 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. K. Pursuant to HSC Section 34177(0), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("BOPS") each year, listing its expected expenditure and disbursement of moneys during each six month period covered by such RODS. Each ROPS must be submitted to the Oversight Board and the DOF for approval. L. Pursuant to HSC Section 34191.4(c)(1)(A), the expenditure of the Remaining Bond Proceeds for an obligation must be listed on a ROPS. M. This Agreement is 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. N. Resolution No. adopted by the Oversight Board on , 2017 approving the Successor Agency's execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed the work required for the Projects, including but not limited to contracting for, or otherwise supervising or performing the preparation of designs, plans and specifications and all demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 2. (a) The Successor Agency has included on the BOPS ("ROPS 18-19") for the period from July 1, 2018 through June 30, 2019 (the "BOPS 18-19 Period"), a line item listing the transfer of the Remaining Bond Proceeds to the City. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Bond Proceeds, as approved on ROPS 18-19, to the City. Section 3. The City shall use the Remaining Bond Proceeds transferred to it pursuant to this Agreement for costs of the Projects (or reimbursement to the City for any funds advanced for costs of the Projects) in a manner consistent with the applicable bond covenants, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Bonds (and any tax-exempt bonds issued to refund the Bonds) under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. -2- Section 4. To the extent the City still holds unspent Remaining Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such unspent Remaining Bond Proceeds to the Successor Agency within a reasonable time after such determination to be disposed of as provided in HSC Section 34191.4(c)(2) or otherwise consistent with the applicable provisions of the HSC. Section 5. 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 6. 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 7. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 8. No official, agent, or employee of the Successor Agency or the City, 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 or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 9. 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. -3- IN WITNESS WI-IEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Executive Director ATTEST: Secretary CITY OF TEMECULA By Mayor ATTEST: City Clerk -4- EXHIBIT A Description of Projects 1. Design and construction of roadway improvements on Motor Car Parkway, Ynez Road, Margarita Road and Solana Way. 2. Any other programs, projects and activities within or of benefit to the Project Area, so long as the program or project is determined by the City to be consistent with applicable bond covenants. -5- 11086-0194\2093473v3.doe