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HomeMy WebLinkAboutOB_2014-08-21_Agenda Packet OVERSIGHT BOARD FOR SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES1 REGULAR MEETING AGENDA Thursday, August 21, 2014 3:00 P.M. Atascadero City Hall, Conference Room 106 6500 Palma Avenue Atascadero, California CALL TO ORDER: ROLL CALL: Chairperson Fonzi Vice Chairperson Jarvis Board Member Rickard Board Member Arnold Board Member Weathers Board Member Sommer Board Member Clemens APPROVAL OF AGENDA: Roll Call 1 On January 10, 2012, the Atascadero City Council adopted Resolution No. 2012-002, electing to serve as the successor to the Community Redevelopment Agency of Atascadero for redevelopment purposes, and also elected to retain the housing assets and functions previously performed by the Community Redevelopment Agency o f Atascadero. PUBLIC COMMENT: (This portion of the meeting is reserved for persons wanting to address the Board on any matter not on this agenda and over which the Board has jurisdiction. Speakers are limited to three minutes. Please state your name for the record before making your presentation. The Board may take action to direct the staff to place a matter of business on a future agenda. A maximum of 30 minutes will be allowed for Public Comment, unless changed by the Board.) A. CONSENT AGENDA: 1. Oversight Board Special Meeting Draft Action Minutes – February 18, 2014  Recommendation: Board approve the Oversight Board Special Meeting Draft Action Minutes of February 18, 2014. 2. Oversight Board Special Meeting Draft Action Minutes – February 24, 2014  Recommendation: Board approve the Oversight Board Special Meeting Draft Action Minutes of February 24, 2014. B. BUSINESS ITEMS: 1. Approval of Draft Resolution Authorizing a Master Agreement Between the City of Atascadero and the Successor Agency to the Community Redevelopment Agency of Atascadero  Fiscal Impact: The fiscal impact of this agreement is unknown at this time. Any expenditures made as a result of the Master Agreement would be paid using restricted bond proceeds pursuant to bond covenants.  Recommendation: Oversight Board approve the Draft Resolution authorizing a Master Agreement between the City of Atascadero and the Successor Agency to expend excess bond proceeds. [Administrative Services] C. STAFF UPDATES: 1. Property Disposition 2. Schedule a Special Meeting in September D. BOARD MEMBER COMMENTS: E. ADJOURNMENT: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in an Oversight Board meeting, please contact the City Clerk’s Office at (805) 470-3400. Notification at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting. ITEM NUMBER: OB A-1 DATE: 08/21/14 Atascadero Oversight Board February 18, 2014 Page 1 of 3 OVERSIGHT BOARD FOR SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES1 SPECIAL MEETING DRAFT ACTION MINUTES Tuesday, February 18, 2014 3:00 P.M. Atascadero City Hall, Conference Room 106 6500 Palma Avenue Atascadero, California CALL TO ORDER: The City Clerk/Assistant to the City Manager Torgerson called the meeting to order at 3:19 p.m. ROLL CALL: Present: Board Members Rickard, Clemens, and Vice Chairperson Jarvis Absent: Board Members Arnold, Sommer, Weathers, and Chairperson Fonzi Staff Present: Administrative Services Director Jeri Rangel, and City Clerk/Assistant to the City Manager Marcia McClure Torgerson. 1 On January 10, 2012, the Atascadero City Council adopted Resolution No. 2012-002, electing to serve as the successor to the Community Redevelopment Agency of Atascadero for redevelopment purposes, and also elected to retain the housing assets and functions previously performed by the Community Redevelopment Agency of Atascadero. ITEM NUMBER: OB A-1 DATE: 08/21/14 Atascadero Oversight Board February 18, 2014 Page 2 of 3 The City Clerk announced that since there is not a quorum, the meeting is adjourned, and she stated that she would contact all Board Members to schedule a new meeting for the items on this agenda. PUBLIC COMMENT: A. CONSENT AGENDA: 1. Oversight Board Special Meeting Draft Action Minutes – September 26, 2013  Recommendation: Board approve the Oversight Board Special Meeting Draft Action Minutes of September 26, 2013. B. BUSINESS ITEMS: 1. Approval of Recognized Obligation Payment Schedule 14-15A July 1, 2014 – December 31, 2014  Fiscal Impact: None for this action  Recommendation: Oversight Board adopt Draft Resolution approving Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2014 through December 31, 2014 (ROPS 14 -15A), including the Administrative Budget, pursuant to Health and Safety Code. [Administrative Services] 2. Long-Range Property Management Plan Acknowledgment and Transfer Ownership of Improvements and Personal Property to City of Atascadero  Fiscal Impact: None for this action Recommendation: Oversight Board: 1. Acknowledge and concur with the State Department of Finance response to the Long-Range Property Management Plan; and, 2. Approve Draft Resolution ordering the transfer to the City of Atascadero of title to the improvements and personal property previously identified on the Long-Range Property Management Plan Property as No. 3, Property No. 5, Property No. 6, Property No. 7, and Property No. 8. [Administrative Services] C. BOARD MEMBER COMMENTS: ITEM NUMBER: OB A-1 DATE: 08/21/14 Atascadero Oversight Board February 18, 2014 Page 3 of 3 D. ADJOURNMENT: The City Clerk announced that since there is not a quorum, the meeting is adjourned, and she stated that she would contact all Board Members to schedule a new meeting for the items on this agenda. MINUTES PREPARED BY: ______________________________________ Marcia McClure Torgerson, C.M.C. City Clerk / Assistant to the City Manager ITEM NUMBER: OB A-2 DATE: 08/21/14 Atascadero Oversight Board February 24, 2014 Page 1 of 4 OVERSIGHT BOARD FOR SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES1 SPECIAL MEETING DRAFT ACTION MINUTES Monday, February 24, 2014 2:30 P.M. Atascadero City Hall, Conference Room 106 6500 Palma Avenue Atascadero, California CALL TO ORDER: Chairperson Fonzi called the meeting to order at 2:30 p.m. ROLL CALL: Present: Board Members Rickard, Clemens, Sommer, Weathers, Vice Chairperson Jarvis and Chairperson Fonzi Absent: Board Member Arnold Staff Present: Administrative Services Director Jeri Rangel, and City Clerk/Assistant to the City Manager Marcia McClure Torgerson. 1 On January 10, 2012, the Atascadero City Council adopted Resolution No. 2012-002, electing to serve as the successor to the Community Redevelopment Agency of Atascadero for redevelopment purposes, and also elected to retain the housing assets and functions previously performed by the Community Redevelopment Agency of Atascadero. ITEM NUMBER: OB A-2 DATE: 08/21/14 Atascadero Oversight Board February 24, 2014 Page 2 of 4 PUBLIC COMMENT: None A. CONSENT AGENDA: 1. Oversight Board Special Meeting Draft Action Minutes – September 26, 2013  Recommendation: Board approve the Oversight Board Special Meeting Draft Action Minutes of September 26, 2013. MOTION: By Vice Chairperson Jarvis and seconded by Board Member Rickard to approve the Consent Calendar. Motion passed 6:0 by a roll-call vote. B. BUSINESS ITEMS: 1. Approval of Recognized Obligation Payment Schedule 14-15A July 1, 2014 – December 31, 2014  Fiscal Impact: None for this action  Recommendation: Oversight Board adopt Draft Resolution approving Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2014 through December 31, 2014 (ROPS 14 -15A), including the Administrative Budget, pursuant to Health and Safety Code. [Administrative Services] Acting Administrative Services Director Jeri Rangel gave the staff report and answered questions from the Board. PUBLIC COMMENT: None MOTION: By Board Member Clemens and seconded by Vice Chairperson Jarvis to adopt Draft Resolution approving Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2014 through December 31, 2014 (ROPS 14-15A), including the Administrative Budget, pursuant to Health and Safety Code. Motion passed 6:0 by a roll-call vote. (OB Resolution No. 2014-001) ITEM NUMBER: OB A-2 DATE: 08/21/14 Atascadero Oversight Board February 24, 2014 Page 3 of 4 2. Long-Range Property Management Plan Acknowledgment and Transfer Ownership of Improvements and Personal Property to City of Atascadero  Fiscal Impact: None for this action Recommendation: Oversight Board: 1. Acknowledge and concur with the State Department of Finance response to the Long-Range Property Management Plan; and, 2. Approve Draft Resolution ordering the transfer to the City of Atascadero of title to the improvements and personal property previously identified on the Long-Range Property Management Plan Property as No. 3, Property No. 5, Property No. 6, Property No. 7, and Property No. 8. [Administrative Services] Acting Administrative Services Director Jeri Rangel gave the staff report and answered questions from the Board. PUBLIC COMMENT: The following citizens spoke on this item: Jeff Edwards Chairperson Fonzi closed the Public Comment period. MOTION: By Board Member Sommer and seconded by Board Member Rickard to acknowledge and concur with the State Department of Finance response to the Long-Range Property Management Plan. Motion passed 6:0 by a roll-call vote. MOTION: By Board Member Sommer and seconded by Board Member Rickard to approve Draft Resolution ordering the transfer to the City of Atascadero of title to the improvements and personal property previously identified on the Long-Range Property Management Plan Property as No. 3, Property No. 5, Property No. 6, Property No. 7, and Property No. 8. Motion passed 6:0 by a roll-call vote. (OB Resolution No. 2014-002) C. BOARD MEMBER COMMENTS: None ITEM NUMBER: OB A-2 DATE: 08/21/14 Atascadero Oversight Board February 24, 2014 Page 4 of 4 D. ADJOURNMENT: Chairperson Fonzi adjourned the meeting at 2:49 p.m. MINUTES PREPARED BY: ______________________________________ Marcia McClure Torgerson, C.M.C. City Clerk / Assistant to the City Manager ITEM NUMBER: OB B-1 DATE: 08/21/14 Oversight Board for Successor Agency to the Community Redevelopment Agency of Atascadero Staff Report – Administrative Services Approval of Draft Resolution Authorizing a Master Agreement Between the City of Atascadero and the Successor Agency to the Community Redevelopment Agency of Atascadero RECOMMENDATION: Oversight Board approve the Draft Resolution authorizing a Master Agreement between the City of Atascadero and the Successor Agency to expend excess bond proceeds. DISCUSSION: The Atascadero Public Financing Authority (Authority), acting on behalf of the former Redevelopment Agency, issued $16,010,000 in Lease Revenue Bonds on September 1, 2010. The proceeds were designated to finance the City’s portion of the restoration of the Historic City Hall. All remaining bond proceeds were designated for other redevelopment projects. However, effective February 1, 2012, redevelopment agencies in the State of California were dissolved pursuant to ABx1 26, the “Dissolution Act.” This dissolution limited the former Agency’s capacity to use the bond funds for the City Hall project, or any additional project. On June 27, 2012, Assembly Bill 1484 (AB1484) passed and amended certain provisions of ABx1 26. One such provision, Section 34191.4, enables successor agencies to use unspent bond proceeds for the purposes for which the bonds were sold. Pursuant to Section 34191.4 (c), bond proceeds derived from bonds issued on or before December 31, 2010, can be used for the purposes for which the bonds were sold after the State Department of Finance (DOF) has issued a Finding of Completion to the Successor Agency. Relevant sections of the code are as follows: 34191.4. The following provisions shall apply to any successor agency that has been issued a finding of completion by the Department of Finance: ITEM NUMBER: OB B-1 DATE: 08/21/14 (c) (1) Bond proceeds derived from bonds issued on or before December 31, 2010, shall be used for the purposes for which the bonds were sold. (2) (A) Notwithstanding Section 34177.3 or any other conflicting provision of law, bond proceeds in excess of the amounts needed to satisfy approved enforceable obligations shall thereafter be expended in a manner consistent with the original bond covenants. Enforceable obligations may be satisfied by the creation of reserves for projects that are the subject of the enforceable obligation and that are consistent with the contractual obligations for those projects, or by expending funds to complete the projects. An expenditure made pursuant to this paragraph shall constitute the creation of excess bond proceeds obligations to be paid from the excess proceeds. Excess bond proceeds obligations shall be listed separately on the Recognized Obligation Payment Schedule submitted by the successor agency. (B) If remaining bond proceeds cannot be spent in a manner consistent with the bond covenants pursuant to subparagraph (A), the proceeds shall be used to defease the bonds or to purchase those same outstanding bonds on the open market for cancellation. The Successor Agency of the former Redevelopment Agency of Atascadero received the Finding of Completion from the DOF by letter dated March 8, 2013. Before the successor agency can use bond proceeds or other funds to pay for expenses, it must have an enforceable obligation with another party, and that obligation must be included on a Recognized Obligation Payment Schedule (ROPS) approved by the Over sight Board and the DOF. The legislation dictates strict timelines in which a successor agency may submit a ROPS, creating the potential for significant delays in funding projects with the excess bond proceeds. In order to resolve the timing delays caused by the ROPS process, the DOF allows successor agencies and their sponsoring city to draft a Master Agreement to expend bond proceeds in a more expedited manner. The agreement creates the enforceable obligation necessary to meet the ROPS criteria and eliminates the need to itemize every contract related to the use of bond proceeds on the ROPS. Instead, the enforceable obligation would be one line item on the ROPS as an obligation to the City. Currently, there are over 20 separate line items on the ROPS th at relate to the City Hall project alone. By approving a Master Agreement, the ROPS will be streamlined with only one line item and will be less complicated for citizens to read and understand. In addition, there were two contracts that were part of the City Hall project that were not approved by the DOF as enforceable obligations on the ROPS. Those were the structural steel contract with Golden State Steel and the interior electrical work with Taft Electric. These two contracts were approved by Council on June 28, 2011. The cutoff date that DOF used to allow contracts as enforceable obligations was June 27, 2011 , the day before Council approved the contracts . However, because these contracts were vital to the timely completion of the City Hall project, work moved forward and the contractors were paid. The Master Agreement between the City and the Successor Agency will allow funding to cover these costs. ITEM NUMBER: OB B-1 DATE: 08/21/14 The use of bond proceeds by the City for expenditures consistent with the applicable bond covenants will benefit the affected taxing entities by promoting the efficient use of such funds and thereby will result in community benefits and increased tax revenues to the taxing entities. The transfer of bond proceeds to the City will help fulfill the intent of the dissolution laws to expeditiously wind-down the affairs of the former Redevelopment Agency. The legislation and the DOF have put a high priority on ensuring that Successor Agencies fulfill bond covenants, as indicated by the language in Section 34191.4 (c). Often times, bond covenants include statements that the proceeds may be used to defease bonds. However, no such statement is included in the 2010 L ease Revenue Bond covenants. The Official Statement for the issue specifically states that bond proceeds will be used for the rebuilding of the City’s historic City Hall. It also states (in part), “To the extent that FEMA reimbursement plus Bonds proceeds exceed the total retrofit budget, the City will utilize Bonds proceeds to fund other public improvements within the City and the City’s Atascadero Redevelopment Project.” The use of bond proceeds for projects within the Redevelopment Area is therefore consistent with both Section 34191.4 (c) and with the bond covenants. In preparation for the September 2010 bond issue, the Redevelopment Agency Board, at their May 11, 2010 meeting, ranked a serie s of projects in order of most importance. The expectation was that in the event of bond proceeds in excess of those needed for City Hall, or as other funding became available, the projects would be completed in that priority order as ranked by the Board. Figure 1 shows the ranking of projects as determined by the Agency Board on May 11, 2010. As indicated in the table, the Wayfinding Signage Project was the highest ranked project. The majority of the Wayfinding Signage project has been completed, partly funded by the Redevelopment Agency prior to dissolution and partly due to generous donations from the community. The next highest ranked project is the Downtown Pedestrian Bridge. ITEM NUMBER: OB B-1 DATE: 08/21/14 Figure 1 Potential Projects ESTIMATED COST FONZI O'MALLEY BERAUD CLAY KELLEY PRIORITY Wayfinding Signage $50,000 - $100,000 60 50 30 50 20 42 Pedestrian bridge over Atascadero Creek $1,000,000 0 20 60 0 60 28 Downtown Parking $500,000 40 40 0 0 50 26 Transit Center (FUNDED BY OTHERS)50 60 0 0 0 22 Downtown Restroom $400,000 30 30 0 30 0 18 Stadium Park Improvements (NOT IN RDA)20 10 0 60 0 18 Archway sign $500,000 0 0 0 40 10 10 Atascadero Creek Trail Extension $900,000 10 0 40 0 0 10 Economic Development – Commercial Property Purchase $2,000,000 0 0 10 0 40 10 Zoo Wall $260,000 - $300,000 0 0 50 0 0 10 ATASCADERO REDEVELOPMENT AGENCY POTENTIAL REDEVELOPMENT PROJECTS - as ranked during Agency meeting 5/11/2010 The Downtown Pedestrian Bridge remains a high priority of the community. While the City continues to search for alternate funding sources for this project, it is anticipated that bond proceeds would be allocated toward this project as needed. This project was a high priority to the former Redevelopment Agency as it provided a key link between Colony Square and the Downtown core. This pedestrian bridge will enhance access to both of these areas and will provide additional parking options. These improved community benefits will help to bring about increased property values to the surrounding properties, and a resulting increase in tax revenues to the affected taxing entities. The City will be responsible for ensuring that the projects funded with excess bond proceeds are consistent with the Master Agreement, the bond covenants, the Redevelopment Plan, and the City’s purchasing policies. The City Council will approve the project(s) and all contracts that require Council approval in accordance with the purchasing policy. The amount of funding available and the timing this funding can be used is unknown at this time. The community has been fortunate to have the financial assistance of the Federal Emergency Management Agency (FEMA) and the State Office of Emergency Services (OES) to assist with the funding of the City Hall project. However, because additional costs of the project are still being determined, and because FEMA and OES continue the complex process of completing the close out reports, the amount of bond funds needed to pay for the local share of the City Hall project is still unknown. Thus, the amount of bond proceeds available to transfer to the City for additional projects per the bond covenants is also unknown. However, at such time as the amount is determined, and for any changes after that point, the approval of the Master Agreement will allow the funds to be transferred to the City and the approved project(s) may move forward. ITEM NUMBER: OB B-1 DATE: 08/21/14 On August 14, 2014, the Atascadero City Council and the Atascadero Successor Agency approved the execution of this Master Agreement. If the authorization to execute the Master Agreement is approved by the Oversight Board today, it will be added as an enforceable obligation to the upcoming ROPS 14 -15B for consideration by the Oversight Board. The Master Agreement and the ROPS are also subject to approval by the DOF. FISCAL IMPACT: The fiscal impact of this agreement is unknown at this time. Any expenditures made as a result of the Master Agreement would be paid using restricted bond proceeds pursuant to bond covenants. ATTACHMENTS: 1. Draft Resolution 2. Master Bond Agreement between City of Atascadero and the Successor Agency for the Redevelopment Agency of Atascadero ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 1 DRAFT RESOLUTION RESOLUTION OF THE OVERSIGHT BOARD FOR SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOMENT AGENCY OF ATASCADERO AUTHORIZING A MASTER AGREEMENT BETWEEN THE CITY OF ATASCADERO AND THE SUCCESSOR AGENCY OF ATASCADERO TO TRANSFER EXCESS LEASE REVENUE BOND PROCEEDS TO THE CITY FOR BOND-ELIGIBLE PURPOSES WHEREAS, the Successor Agency is a public body corporate and politic, organized and operating under Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code, and the successor for the former Community Redevelopment Agency of the City of Atascadero (former Agency) that was previously a community redevelopment agency organized and existing pursuant to the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (“CRL”); and WHEREAS, the City of Atascadero (City) is a municipal corporation organized and operating under the laws of the State of California; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance by letter dated March 8, 2013; and WHEREAS, Health and Safety Code Section 34191.4(c) allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011 for any purposes for which the bonds were sold; and WHEREAS, the Successor Agency has “excess” bond proceeds, i.e., pre-2011 lease revenue bond proceeds that are not otherwise obligated for a project and are restricted to bond- eligible uses; and WHEREAS, the Successor Agency wishes to use such proceeds for redevelopment purposes consistent with bond covenants; and WHEREAS, Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between redevelopment agencies, and their successor agencies, and cities; and WHEREAS, Community Redevelopment Law (Health and Safety Code Section 33220(e)) authorizes a local public agency to enter into an agreement with a redevelopment agency, and its successor agency, to further redevelopment purposes; and ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 1 WHEREAS, Health and Safety Code Sections 34180(h) and 34178(a) authorize a successor agency to enter into new agreements with its sponsoring city with the approval of the oversight board, and WHEREAS, the Successor Agency desires to commit to fund the City to undertake redevelopment activities in support of projects and programs eligible for redevelopment funding, which were not previously funded and obligated by the Successor Agency or the City, using excess lease revenue bond proceeds in a manner consistent with the original bond covenants; and WHEREAS, the City and the Successor Agency governing boards have authorized entering into a Master Agreement to govern the transfer to, and the use of, such funding by the City for the costs of those projects and programs from current and future excess lease revenue bond proceeds; and WHEREAS, the transfer of excess bond proceeds to the City under the Master Agreement will benefit the taxing entities by facilitating the efficient use of such funds to support projects and programs that will enhance property values and increase tax revenues to the taxing entities; and WHEREAS, the transfer of excess bond proceeds to the City under the Master Agreement will help fulfill the intent of the dissolution laws to expeditiously wind-down the affairs of the former Redevelopment Agency; and WHEREAS, Health and Safety Code Section 34177(l), as amended, requires a successor agency to prepare a Recognized Obligation Payment Schedule (“ROPS”) listing the former agency’s recognized enforceable obligations, payment sources, and related information for each six month fiscal period; and WHEREAS, Health and Safety Code Section 34191.4(c)(2)(A) requires that excess bond obligations be listed separately on a successor agency’s ROPS; and WHEREAS, the Successor Agency will list the Master Agreement on future ROPS as an obligation against excess lease revenue bond proceeds; NOW, THEREFORE, BE IT RESOLVED, by the Oversight Board of the Successor Agency of the Community Redevelopment Agency of Atascadero: Section 1. The Oversight Board hereby finds and determines that the transfer to, and use of excess bond proceeds by the City for expenditures consistent with the applicable bond covenants will benefit the affected taxing entities by promoting the efficient use of such funds and thereby will result in community benefits and increased tax revenues to the taxing entities, based on the reasons and analysis set forth above and in the staff report accompanying this Resolution. The Oversight Board hereby further finds and determines the transfer of excess bond proceeds to the City will help fulfill the intent of the dissolution laws to expeditiously wind-down the affairs of the former Redevelopment Agency. ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 1 Section 2. The Oversight Board hereby approves the Successor Agency’s execution and performance under a Master Agreement between the Successor Agency and the City of Atascadero that would (1) transfer current and future lease revenue bond proceeds to the City to fund redevelopment projects and programs not previously funded and obligated by the Successor Agency or the City, and (2) require that such funds be used by the City consistent with the applicable bond covenants in furtherance of the purposes of redevelopment under the California Community Redevelopment Law. The Oversight Board finds that the Master Agreement and the obligations of the Successor Agency thereunder will constitute the creation of excess bond proceeds obligations under Health and Safety Code Section 34191.4(c)(2)(A). Section 3. The Oversight Board directs the Successor Agency to include the Master Agreement and the transfer of excess lease revenue bond proceeds thereunder on ROPS 14-15B and on future ROPS as applicable. The effectiveness of the Master Agreement and transfers thereunder shall be contingent on the inclusion of the Master Agreement as an excess bond proceeds obligation on an approved ROPS. PASSED AND ADOPTED by the Oversight Board of the Successor Agency to the Community Redevelopment Agency of Atascadero on the 21st day of August, 2014 by the following vote: AYES: NOES: ABSENT: ADOPTED: OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO By: Roberta Fonzi, Board Chairperson ATTEST: Marcia McClure Torgerson, C.M.C., Board Secretary ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 2 1 MASTER AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS This Agreement Regarding Expenditure of Excess Bond Proceeds (“Agreement”) is entered into on _________________, 2014 by and between the Successor Agency to the Community Redevelopment Agency of Atascadero (“Successor Agency”) and the City of Atascadero, a municipal corporation (“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 Atascadero (“Redevelopment Agency”) had responsibility to implement the Redevelopment Plan (“Redevelopment Plan”) for the Atascadero Redevelopment Project, originally approved on July 13,1999, by Ordinance No.362 enacted by the City Council of the City of Atascadero (the “City Council”); and the Redevelopment Agency of the City of Atascadero (“RDA”). B. Pursuant to an Indenture of Trust dated as of September 1, 2010, and executed by and between the Atascadero Public Financing Authority (“Authority”) and the Bank of New York Mellon Trust Company, N.A. as Trustee (the “Indenture”), the Authority issued Lease Revenue Bonds, Series A in the original principal amount of $16,010,000 (hereafter “Lease Revenue Bonds”) for the purpose of financing certain repairs and improvements to the historic City of Atascadero City Hall and the acquisition and development of other capital projects within the geographic boundaries in the City of Atascadero. Specifically, in 2003 the historic City Hall had been significantly damaged by the San Simeon Earthquake, and the issuance of the Lease Revenue Bonds represented local agency cost sharing in the Federal Emergency Management Agency’s and California Emergency Management Agency’s agreement to fund in part the restoration of the historic structure. C. On June 28, 2011, unbeknownst to the City and RDA, the Governor had signed Assembly Bill x1 26 (“AB 26”), putting an immediate halt to all redevelopment activities in the State of California and providing for the wind-down and dissolution of redevelopment agencies. D. Pursuant to Resolution No. 2012-002 adopted by the City Council on January 10, 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. E. On March 8, 2013 the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the Department of Finance. F. 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 were sold if such proceeds remain available after ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 2 2 the satisfaction of enforceable obligations that have been approved on a ROPS (hereafter, “Excess Bond Proceeds”). G. As of August 12, 2014, the Successor Agency expects to have Excess Bond Proceeds available from the Lease Revenue Bonds, and it is the intent of the Parties that all such Excess Bond Proceeds be used for the purposes for which the Lease Revenue Bonds were issued, specifically, for final payments and reimbursements on the now-completed City Hall repairs and improvements and for other capital projects to be undertaken within the Redevelopment Plan project area and with the Redevelopment Plan. In addition, the Federal Emergency Management Agency may request from the Successor Agency some of the proceeds of the Lease Revenue Bonds for City Hall project costs previously borne by that federal entity H. 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 August 12, 2014. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows. 1. Effective Date. Because the Department of Finance has issued a finding of completion to the Successor Agency and the Successor Agency has the authority to transfer excess bond proceeds, this Agreement shall become effective when it is deemed effective in accordance with Health & Safety Code § 34179(h). 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. Use of Excess Bond Proceeds. The City agrees that it will use the Excess Bond Proceeds for financing improvements to the historic City of Atascadero City Hall and, if any Excess Bond Proceeds remain after those improvements are financed, for the acquisition and development of other capital projects within the geographic boundaries of the former RDA consistent with the requirements and covenants of the Lease Revenue Bonds, Series A and the provisions of the CRL that apply to the expenditure of redevelopment bonds, including but not limited to payments to the Federal Emergency Management Agency and the California Emergency Management Agency if so demanded by those entities. The Successor Agency acknowledges and agrees that a portion of the Excess Bond Proceeds will be used to reimburse the City for improvements to the historic City Hall for which contracts were not in place as of the date of adoption of AB 26 and for which the City utilized reserve and other funds to provide temporary or gap funding for the period of time between the adoption of AB 26 and the freeing-up of the Excess Bond Proceeds upon the issuance of the finding of completion. 4. Transfer of Excess Bond Proceeds. Upon the Effective Date, or as soon thereafter as Excess Bond Proceeds become available, the Successor Agency shall transfer Excess Bond Proceeds to the City, and the City shall deposit such funds into separate Excess Bond Proceeds ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 2 3 Accounts for City’s use in accordance with the terms, conditions, and purposed set forth in this Agreement. 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. ITEM NUMBER: OB B-1 DATE: 08/21/14 ATTACHMENT: 2 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ATASCADERO By: Tom O’Malley, Mayor Attest: _______________________________ Marcia McClure Torgerson, C.M.C., City Clerk Approved as to form: _______________________________ Brian Pierik, City Attorney SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO By: Rachelle Rickard, Executive Director