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HomeMy WebLinkAboutRES. SA 2015-04 Master Agreement - Excess Bond Proceeds RESOLUTION NO. 2015-62 RESOLUTION NO. SA 2015-4 A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POMONA AND CITY COUNCIL SITTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF POMONA, APPROVING A MASTER AGREEMENT BETWEEN THE CITY OF POMONA AND THE SUCCESSOR AGENCY FOR THE USE OF EXCESS BOND PROCEEDS WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (all Section references hereinafter being to such Code), the Redevelopment Agency of the City of Pomona (the "Former Agency") has been dissolved and no longer exists as a public body, corporate and politic; WHEREAS, on January 9, 2012, the City of Pomona elected to serve as the Successor Agency to the Former Agency ("Successor Agency")pursuant to Section 34173; WHEREAS, prior to its dissolution, the Former Agency issued Refunding Revenue Bonds, Series W, in the initial principal amount of$52,335,000 ("Series W") for the purpose of remediation of the landfill site, access improvements from commercial centers to and from freeways and highways, traffic control signals and street lighting, grading, sidewalks, drains and gutters and other building rehabilitation in the Project Area; WHEREAS, the Series W Bond presently has usable proceeds in the amount of $2,542,332.45; WHEREAS, prior to its dissolution, the Former Agency issued Refunding Revenue Bonds, Series AD, in the initial principal amount of$39,165,000 ("Series AD") for the purpose of infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy; WHEREAS, the Series AD Bond presently has usable proceeds in the amount of $5,980,668.74; WHEREAS, prior to its dissolution, the Former Agency issued Refunding Revenue Bonds, Series AH, in the initial principal amount of$46,650,000 ("Series AH") for the purpose of infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy; WHEREAS, the Series AH Bond presently has usable proceeds in the amount of $1,514,077.70; Resolution No. 2015-62 Resolution No. SA 2015-4 July 6, 2015 Page 1 of 5 WHEREAS, prior to its dissolution, the Former Agency issued Refunding Revenue Bonds, Series AW, in the initial principal amount of$8,375,000 ("Series AW") for the purpose of infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy; WHEREAS, the Series AW Bond presently has usable proceeds in the amount of $3,167,050.88; WHEREAS, prior to its dissolution, the Former Agency issued Refunding Revenue Bonds, Series AX, in the initial principal amount of$25,865,000 ("Series AX") for the purpose of infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy; WHEREAS, the Series AX Bond presently has usable proceeds in the amount of $23,041,611.87; and WHEREAS, each of the Series W, Series AD, Series AH, Series AW, and Series AX Bonds (cumulatively the "Former Agency Bonds," and the remaining usable proceeds thereof cumulatively the"Unexpended Proceeds")were issued by the Former Agency before December 31,2010; WHEREAS, on May 19, 2013, the Successor Agency received a Finding of Completion ("FOC") from the California Department of Finance; WHEREAS, pursuant to Sections 34177(i) and 31491.4(c), successor agencies that have received a FOC are authorized to use bond proceeds derived from bonds issued on or before December 31, 2010 by their respective redevelopment agency for the purpose(s) for which the bonds were issued and consistent with the bond documents; WHEREAS, Section 31478 authorizes a successor agency to enter into an agreement with the city that formed the redevelopment agency that it is succeeding upon the approval of its oversight board; WHEREAS, Section 34177.3 authorizes a successor agency to create enforceable obligations to conduct the work of winding down the former redevelopment agencies; WHEREAS, the Successor Agency and City desire to enter into a contract, pursuant to which the Successor Agency will transfer the Unexpended Proceeds to the City, and the City will agree to utilize the Unexpended Proceeds for purposes for which the Former Agency Bonds were issued and consistent with the applicable bond documents; and WHEREAS, the parties agree that transferring the Unexpended Proceeds to the City will further the purposes and objectives of the Dissolution Law, in that it will expedite the "wind down" of the Former Agency's affairs and conserve resources of the Successor Agency and of applicable taxing entities, and the parties further agree that the City is in the best position and possesses the specific knowledge, skill, and resources to use the Unexpended Proceeds for purposes consistent with the Former Agency Bond documents. Resolution No. 2015-62 Resolution No. SA 2015-4 July 6, 2015 Page 2 of 5 NOW, THEREFORE, BE IT RESOLVED by the City Council and the City Council sitting as the Successor Agency to the Redevelopment Agency of the City of Pomona, as follows: SECTION 1. Environmental Impact — The proposed action is not subject to environmental review pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State Guidelines for Implementation of the California Environmental Quality Act (CEQA). Sections 15060(c)(2) and 15060(c)(3) pertain to activities that will not result in a direct or reasonably foreseeable indirect change to the environment and that are not defined as a project under Section 15378. This action has no potential for resulting in physical change to the environment, directly or indirectly, in that it prevents change to the environment pending the completion of the contemplated research and studies. SECTION 2. Purpose. The use of the Unexpended Proceeds of the Former Agency Bonds under the current state law requires that the Successor Agency receive its Finding of Completion, and enter into an enforceable obligation with another party for the use of such bond proceeds. The Successor Agency desires to utilize such Unexpended Proceeds towards the purposes for which such the Former Agency Bonds were issued, and the City desires to facilitate such use as anticipated in the various bond issuances and applicable Redevelopment Project Plan documents. Such use includes but is not limited to remediation of landfill site, access improvements from commercial centers to and from freeways and highways,traffic control signals and street lighting, grading, sidewalks, drains and gutters and other building rehabilitation in the Project Area, infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy. The Successor Agency and City have not yet prioritized the improvements which may be financed from the Unexpended Proceeds. SECTION 3. Agreement. As more fully described in the attached Master Agreement (Exhibit 1), which is hereby approved by and incorporated fully herein by this reference, the City agrees to utilize the Unexpended Proceeds for purposes consistent with that for which the Former Agency Bonds were issued and for purposes consistent with the Former Agency Bond documents, and the Successor Agency agrees to transfer the Unexpended Proceeds to the City for such purpose. SECTION 4. Oversight Board Approval. The Oversight Board will consider the Master Agreement at its meeting on July 9, 2015, or as soon thereafter as the matter may be considered by the Oversight Board following City and Successor Agency approval. If the Oversight Board approves the Master Agreement, it shall thereafter be submitted to the Department of Finance for review and/or approval, and thereafter shall be added to ROPS 15- 16B. After approval of ROPS 15-16B by the Oversight Board and Department of Finance, the Unexpended Proceeds shall be transferred to the City for expenditure for purposes consistent with the Former Agency Bond documents. SECTION 5. Future Council Action. The City Council will approve all contracts related to the completion of projects funded with the Unexpended Proceeds consistent with the City's purchasing policies and in accordance with the Former Agency Bond indentures and Master Agreement. Resolution No. 2015-62 Resolution No. SA 2015-4 July 6, 2015 Page 3 of 5 SECTION 6. Official Actions. The City Manager/Executive Director, and any and all other officers of the Successor Agency and City, are hereby authorized and directed, for and in the name and on behalf of the Successor Agency and the City of Pomona, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and in the utilization of the Unexpended Proceeds. Whenever in this Resolution an officer of the Successor Agency or City is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken by the City Manager / Executive Director, as Chief Executive Officer, or by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 7. Effective Date. This Resolution shall take effect upon its passage and adoption. APPROVED AND ADOPTED THIS 6TH DAY OF JULY 2015. FOR THE SUCESSOR AGENCY: ATTEST: SUCCESSOR AGENCY TO E REDEVELOPMENT AGEN Y F THE CI MON Eva Buice, Secretary Elliott Rothman, Chain an APPROVED AS TO FORM: A"4�— Arnold M Alvarez-G asman, Successor Agency Counsel FOR THE CITY OF POMONA: ATTEST: CIT PO ON le� C/,/ Eva Buice, City Clerk Elliott Rothman, M or APPR VED AS TO FORM: -/Q, / - Amol M. Alvarez-Glasman, City Attorney Resolution No. 2015-62 Resolution No. SA 2015-4 July 6, 2015 Page 4 of 5 STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF POMONA I, EVA M. BUICE, CITY CLERK of the City of Pomona and SECRETARY to the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF POMONA, California, pursuant to California Health and Safety Code Section 34173 do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council and the City Council sitting as the Successor Agency held on the 6`h day of July 2015 by the following vote: AYES: Nolte, Robledo, Carrizosa, Lantz, Martin, Mayor/Chair Rothman NOES: None ABSENT: Escobar ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Pomona, California,this 7`h day of July 2015. Eva M. Buice, City Clerk/ Secretary Resolution No. 2015-62 Resolution No. SA 2015-4 July 6, 2015 Page 5 of 5 EXHIBIT 1 MASTER AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS BETWEEN THE CITY OF POMONA("CITY") AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF POMONA("SUCCESSOR AGENCY") This Master Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement') is entered into on this — day of , 2015 by and between the Successor Agency to the Redevelopment Agency of the City of Pomona ("Successor Agency") and the City of Pomona, a Charter City ("City"). The Successor Agency and the City are hereinafter collectively referred to as the 'Parties." RECITALS A. Pursuant to authority granted under Community Redevelopment Law (California. Health and Safety Code Section 33000 et seq.) ("CRL"), the former Redevelopment Agency of the City of Pomona ("Redevelopment Agency") had responsibility to implement the Downtown I Project Area Redevelopment Plan (the "Arrow/Towne Project Area Plan"), originally approved by Ordinance No. 2265 on May 19, 1969, and as amended thereafter; the Downtown I1 Project Area Redevelopment Plan (the 'Downtown 1I Project Area Plan"), originally approved by Ordinance No. 2267 on May 26, 1969, and as amended thereafter; the Downtown III Project Area Redevelopment Plan (the 'Downtown III Project Area Plan"), originally approved by Ordinance No. 3233 on July 16, 1984, and as amended thereafter; the Indian Hill/Holt Project Area Redevelopment Plan (the " Indian Hill/Holt Project Area Plan"), originally approved by Ordinance No. 2988 on December 10, 1979, and as amended thereafter; the Reservoir/Industrial Project Area Redevelopment Plan (the "Reservoir/Industrial Project Area Plan"), originally approved by Ordinance No. 2908 on August 21, 1978, and as amended thereafter; the Mountain Meadows Project Area Redevelopment Plan (the " Mountain Meadows Project Area Plan"), originally approved by Ordinance No. 2813 on December 22, 1976, and as amended thereafter; the Southwest Pomona Project Area Redevelopment Plan (the "Southwest Pomona Project Area Plan"), originally approved by Ordinance No. 2998 on February 19, 1980, and as amended thereafter; the West Holt Project Area Redevelopment Plan (the "West Holt Project Area Plan"), originally approved by Ordinance No. 3110 on May 24, 1982 and as amended thereafter; the Towne/Arrow Project Area Redevelopment Plan (the " Towne/Arrow Project Area Plan"), originally approved by Ordinance No. 3073 on July 13, 1981, and as amended thereafter; the Mission Corona Project Area Redevelopment Plan (the "Mission Corona Project Area Plan"), originally approved by Ordinance No. 3108 on March 15, 1982 and as amended thereafter; the South Garey/Freeway Corridor Project Area Redevelopment Plan (the "South Garey/Freeway Corridor Project Area Plan"), originally approved by Ordinance No. 3609 on July 15, 1991, and as amended thereafter; the Merged Project Area Redevelopment Plan (the "Merged Project Area Plan"), originally approved by Ordinance No. 3910 on August 7, 2000, and as amended thereafter. B. Pursuant to an Indenture of Trust dated as of March 1, 1998, and executed by and between the Pomona Public Financing Authority Joint Powers Authority ("PPFA"), for the benefit of the loan between the PPFA and the Redevelopment Agency, and Merchants BNY Western Trust Company as Trustee (the "Indenture"), the Agency issued 1998 Refunding Revenue Bonds, Series W, in the 1 original principal amount of$52,335,000 (the "Series W Bonds") for the Southwest Pomona Project Area. Pursuant to page 4 of the Official Statement for the Southwest Pomona Redevelopment Project Area Bonds, a true and correct copy of which is attached hereto as Exhibit "A," the Southwestern Pomona Redevelopment Project Area Bonds are required to be used in the manner provided by law to provide financing for certain improvements within the Southwest Pomona Project Area, including but not limited to remediation of the landfill site, access improvements from commercial centers to and from freeways and highways, traffic control signals and street lighting, grading, sidewalks, drains and gutters and other building rehabilitation in the Project Area. C. Pursuant to an Indenture of Trust dated as of April 1, 2001, and executed by and between the PPFA, for the benefit of the loan between the PPFA and the Redevelopment Agency, and Merchants BNY Western Trust Company as Trustee (the "Indenture"), the Agency issued 2001 Revenue Bonds, Series AD, in the original principal amount of$39,165,000 (the "Series AD Bonds") for the Merged Redevelopment Project Area. Pursuant to page 4 of the Official Statement for the Merged Pomona Redevelopment Project Area Bonds, Series AD, a true and correct copy of which is attached hereto as Exhibit "B," the Merged Pomona Redevelopment Project Area Series AD Bonds are required to be used in the manner provided by law to provide financing for certain improvements within the Merged Pomona Redevelopment Project Area, including but not limited to infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy. D. Pursuant to an Indenture of Trust dated as of December 11, 2003, and executed by and between the PPFA, for the benefit of the loan between the PPFA and the Redevelopment Agency, and BNY Western Trust Company as Trustee (the "Indenture"), the Agency issued 2003 Revenue Bonds, Series AH, in the original principal amount of$46,650,000 (the "Series AD Bonds") for the Merged Redevelopment Project Area. Pursuant to page 5 of the Official Statement for the Merged Pomona Redevelopment Project Area Series AH Bonds, a true and correct copy of which is attached hereto as Exhibit "C," the Merged Pomona Redevelopment Project Area Bonds Series AH are required to be used in the manner provided by law to provide financing for certain improvements within the Merged Pomona Redevelopment Project Area, including but not limited to infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy. E. Pursuant to an Indenture of Trust dated as of July 9, 2007, and executed by and between the PPFA, for the benefit of the loan between the PPFA and the Redevelopment Agency, and The Bank of New York Trust Company, N.A., as Trustee (the "Indenture"), the Agency issued 2007 Subordinate Revenue Bonds, Series AW, in the original principal amount of$8,375,000 (the "Series AW Bonds") for the Merged Redevelopment Project Area. Pursuant to page 4 of the Official Statement for the Merged Pomona Redevelopment Project Area Series AW Bonds, a true and correct copy of which is attached hereto as Exhibit "D," the Merged Pomona Redevelopment Project Area Bonds Series AW are required to be used in the manner provided by law to provide financing for certain improvements within the Merged Pomona Redevelopment Project Area, including but not limited to infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy. 2 F. Pursuant to an Indenture of Trust dated as of January 17, 2007, and executed by and between the PPFA, for the benefit of the loan between the PPFA and the Redevelopment Agency, and The Bank of New York Trust Company, N.A., as Trustee (the "Indenture"), the Agency issued 2007 Subordinate Revenue Bonds, Series AX, in the original principal amount of$25,865,000 (the "Series AX Bonds") for the Merged Redevelopment Project Area. Pursuant to page 6 of the Official Statement for the Merged Pomona Redevelopment Project Area Series AX Bonds, a true and correct copy of which is attached hereto as Exhibit "E," the Merged Pomona Redevelopment Project Area Bonds Series AX are required to be used in the manner provided by law to provide financing for certain improvements within the Merged Pomona Redevelopment Project Area, including but not limited to infrastructure improvements, public safety improvements, recreational facilities, and programs and projects designed to improve and expand the commercial and industrial segments of the Project Area economy. G. Pursuant to Resolution No. 2012-8, adopted by the City Council on January 9, 2012, the City agreed to serve as the Successor Agency to the Redevelopment Agency commencing upon dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill 1X26("AB 26"). H. Health and Safety Code Section 34191.4( c) provides that once the Finding of Completion has been issued by the Department of Finance, the Successor Agency is authorized to use bond proceeds for the purposes for which the bonds where sold. Further,the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes on or before December 31, 20 10, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants(hereafter, "Excess Bond Proceeds"). 1. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. J. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the Bond covenants and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. K. As of May 31, 2015, the Successor Agency has the following Excess Bond Proceeds available: Series W Southwest Pomona RDA Project Area Bonds: $2,542,332. 45; Series AD Merged Project Area Bonds: $5,980,688.74; Series AH Merged Project Area Bonds: $1,514,077.70; Series AW Merged Project Area Bonds: $3,167,050.88; and Series AX Merged Project Area Bonds: $23,041,611.87. L. The execution of this Agreement was approved in a public meeting by the City Council acting in its capacity as the governing board of the City and in its capacity as the governing board of the Successor Agency on July_, 2015. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows. I. Effective Date. This Agreement shall become effective when signed by all Parties, or when this Agreement is deemed effective in accordance with Health & Safety Code § 34179(h), whichever occurs later. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3 3. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds solely for the purposes identified in Recitals B, C, D, E and F above, the projects identified in this Section 3, or for other infrastructure projects consistent with the Bond covenants and the provisions of the CRL that apply to the expenditure of redevelopment funds. 4.Transfer of Excess Bond Proceeds. Upon the Effective Date,the Successor Agency shall transfer the Excess Bond Proceeds to the City, and the City shall deposit such funds into Excess Bond Proceeds Accounts for the City's use in accordance with the terms, conditions , and purposes set forth in this Agreement: Series W (1998) for the Southwest Pomona Project Area, Series AD (2001) for the Merged Project Area, Series AH (2003) for the Merged Project Area, Series AW (2007) for the Merged Project Area, and Series AX (2006) for the Merged Project Area. 5. Project Approvals: Environmental Review. This Agreement is not intended to limit in any manner the discretion of City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including without limitation, the undertaking and completion of any required environmental review pursuant to CEQA and NEPA, as applicable, and the review and approval of plans and specifications. 6. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. 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. No Third-Party Beneficiaries, Assignments. Nothing in this Agreement is intended to create any third-party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 8. 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 the transactions contemplated by this Agreement. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 11. Amendments. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. SIGNATURES ON FOLLOWING PAGE 4 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date set forth below. CITY OF POMONA By: Linda Lowry, City Manager Date: ATTEST: By: Eva Buice, City Clerk APPROVED AS TO FORM: By: Arnold Alvarez-Glasman, City Attorney SUCCESSOR AGENCY TO THE POMONA REDEVELOPMENT AGENCY By: Linda Lowry,City Manager Date: ATTEST: By: Eva Buice,Agency Secretary APPROV D AS 27)/�- By: A d Alvare—z-&Yrirah,Agency Counsel Exhibits: A. Series W Cover Sheet and Project Statement B. Series AD Cover Sheet and Project Statement C. Series AH Cover Sheet and Project Statement D. Series AW Cover Sheet and Project Statement E. Series AX Cover Sheet and Project Statement Approved by Resolution No. 5