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HomeMy WebLinkAbout80A - JOINT- RESO - 2003 BONDSREQUEST FOR COUNCIL SUCCESSOR AGENCY ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: RESOLUTION APPROVING A PLAN FOR SPENDING EXCESS 2003 SERIES A TAX ALLOCATION BONDS AND AUTHORIZING A BOND PROCEEDS EXPENDITURE AGREEMENT; APPROPRIATION ADJUSTMENT TO TRANSFER 2003 SERIES A BOND PROCEEDS TO THE CITY {STRATEGIC PLAN NOS. 4, 1 & 6, 1G) 2' / Z CITY MANAGER RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2003 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure agreement with the Successor Agency, and making certain findings in connection therewith. 2. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the Successor Agency to the former Community Redevelopment Agency to receive current excess bond proceeds in the amount of $2,515,560.32 and any future excess bond proceeds, and to expend the funds for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment recognizing $2,515,560.32 in the Successor Agency 2003 Series A Bonds prior year carry forward account (no. 65218002 - 50001) and appropriating same to the expenditure account (no. 65218020 - 69142); approve an appropriation adjustment recognizing $2,515,560.32 in the CDA Capital Projects Fund in revenue account (no. 41818002 - 59899) and appropriating same to expenditure account (nos. 41818831 -66220 and 41818831 - 69011). 80A -1 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 2 SUCCESSOR AGENCY ACTION 1. Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2003 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure agreement with the City of Santa Ana, directing the transfer of funds to the City, and making certain findings in connection therewith. 2. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the City of Santa Ana to transfer current excess bond proceeds in the amount of $2,515,560.32 and any future excess bond proceeds to the City for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Pursuant to Part 1.85 of Division 24 of the California Health & Safety Code ( "Dissolution Law "), the City Council on January 9, 2012, elected for the City to act as the "Successor Agency" to the dissolved Community Redevelopment Agency ( "Agency "). On February 1, 2012, in accordance with the Dissolution Law and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861, the Agency was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Law as amended by AB 1484, AB 471, and SB 107, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. All actions of the Successor Agency are subject to the review and approval by the Oversight Board. The Agency previously issued its South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A, in the amount of $20,945,000 and Tax Allocation Refunding Bonds, Series 2003B, in the amount of $34,145,000. The Series 2003A bonds were issued to fund redevelopment activities of benefit to the South Main Street Redevelopment Project Area. The Series 2003B bonds were issued to refund the Agency's bonds issued in 1993. Of the $20,945,000 in bond proceeds from Series 2003A, the Agency expended the majority of the proceeds in compliance with the bond covenants prior to the dissolution of the Agency. The Dissolution Law prohibited the Agency from creating new debts and incurring any new obligations. Therefore, bond proceeds in the amount of $2,515,560.32 are currently remaining as of August 31, 2016. 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 January 1, 2011 for the purposes for which the bonds were sold. The Successor Agency received its Finding of Completion on November 26, 2014, and accordingly it now has authority to expend the proceeds in a manner consistent with the original bond covenants. In order to accomplish this, the Successor Agency included the remaining bond 80A -2 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 3 proceeds on the Recognized Obligation Payment Schedule (ROPS) 16 -17 and planned to expend via transfer of funds to the City, as allowed by the Dissolution Law. On May 17, 2016, the State Department of Finance (DOF) pre- authorized the transfer of the remaining Series 2003A bond proceeds to the City, pending final review of the bond expenditure agreement between the City and the Successor Agency approved by the Oversight Board. Upon the City Council and Successor Agency Board's approval of the recommended actions, the bond proceeds expenditure agreement will be submitted to the Oversight Board for approval on October 11, 2016. The City plans to expend the bond proceeds to construct public improvements within the former Agency's South Main Street Redevelopment Project Area, in compliance with the bond covenants (Exhibit B of Exhibits 1 & 2). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #4 — City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment); Goal #6 — Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g. transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). FISCAL IMPACT Approval of the appropriation adjustment will recognize $2,515,560.32 in the Successor Agency's 2003 Series A Bonds prior year carry forward account (no. 65218002 - 50001) and appropriate same to the expenditure account (no. 65218020 - 69142). The appropriation adjustment will also recognize $2,515,560.32 in the CDA Capital Projects Fund in revenue account (no. 41818002 - 59899) and appropriate to the following accounts: Account Projected Expenditure in Amount 41818831 -66220 FY 2016 -17 $ 552,183.00 41818831 -69011 FY 2017 -18 $1,963,377.32 Total $2,515,560.32 APPROVED AS TO FUNDS AND ACCOUNTS: Re ortez / __ -. Francisco Gutierrez Z� O Deputy City Mani Executive Director City Manager's Office Finance and Management Services Agency • I . Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 4 SG /sb Exhibits: 1. City Council Resolution (with Bond Spending Plan) 2. Successor Agency Resolution (with Bond Spending Plan) 3. Bond Proceeds Expenditure Agreement • I . EXHIBIT I RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, SERIES 2003A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA FOR THE CITY TO RECEIVE SUCH FUNDS FOR BOND - ELIGIBLE PURPOSES, AND (3) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "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, at 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 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, at 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 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; 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 Law 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 Resolution No. 2016 -XXX Page 1 of 7 • R M EXI-IIM r I WHEREAS, Section 34191.4(c) of the Dissolution Law 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; 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 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A (the °2003A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2003 Agreement, as described below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City and City is willing to accept such Excess Bond Proceeds to enable the City 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 City; and WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ( "2003 Bond Spending Plan ") to advance the City's Resolution No. 2016 -XXX Page 2 of 7 • RM EXHIBIT l community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ("2003 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, upon receiving Oversight Board approval, the Successor Agency will transferthe Excess Bond Proceeds as referenced in the 2003 Agreement to the City; and WHEREAS, the City desires to approve the 2003 Agreement and the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct. Section 2. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds will be accomplished in accordance with the 2003 Bond Spending Plan to fund projects referenced therein. Section 3. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows: A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2003 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds. Section 4. The City Council hereby approves the 2003 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The City Council hereby approves the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The City Resolution No. 2016 -XXX Page 3 of 7 80A -7 EXHIBIT I may amend the 2003 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and the Clerk of the Council are hereby authorized and directed as follows: A, Execute the 2003 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Take such other and additional actions as may be necessary or convenient to the implementation of the 2003 Agreement. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. -a �•. Sonia R. Carvalho AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2016 -XXX Page 4 of 7 Miguel A. Pulido Mayor FORM EXHIBIT I CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution No, 2016 -XXX Page 5 of 7 FORM EXHIBIT I EXHIBIT A BOND PROCEEDS EXPENDITURE AGREEMENT Resolution No. 2016 -XXX Page 6 of 7 Fi l l EXHIBIT 1 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement') is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency") - RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws 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 Law (as defined in Recital D below). C. The Coriummity Redevelopment Agency of the City of Santa Ana ("former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "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. ( "CRL "). D, Assembly Bill xl 26 ( "AB x1 26 "), effective on June 28, 201, 1, 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. 5194861 ( "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, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law 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 Law allows a successor agency that has received a Finding of Completion ( "Finding ") 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 80A -11 EXHIBIT I obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post- dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL, Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to ,further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other funds described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre- or post-dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procee s y e uccessor gency o t e Cityy, anc�he Ci 's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. PLOW, THEREFORE, the parties hereto do mutually agree as follows: 80A -12 EXHIBIT I 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 Law" is defined in Recital D. 2.2 `Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from 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 Law. 2.5 "Bond Spending Plan" is defined in Recital K. 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 City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,560.32 (the "Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City 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, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, 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, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement, The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond FOODIMW HXHIBIT I Proceeds to the City 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 City, 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 City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds, The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution 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, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generate([ from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such fiords to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2003A Bonds, The City may spend Excess Bond Proceeds received or retained tinder 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 City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws, The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terms of the 2003A Indenture, to the extent the 2003 A Indenture remains in effect. The City hereby assumes all contracts entered into or assumed by the Successor Agency past dissolution or entered into by the former Agency pre - dissolution related to the expenditure of __— �_____��,,.�a- n.,.,,e .1 PI- 3-�7r:.�; rimer, rk�firn- riFrl- h�rlaxrrcc- Rnn -ri PrrrnnnriG- WiI'11�t1re- exCeDCiOn of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency, The City 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 /or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan, The City may amend the Bond Spending 4 • ' 1 I .� EXHIBIT I Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development, Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City 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 City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City 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 tern, 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 bean materially altered or abridged by such invalidation, voiding or unen£orceability. 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. $. 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. EXHIBIT I 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10. FURTIIER 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. [SIGNATURES ON NEXT PAGE] FORAM EXHIBIT I In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City M ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIAMVA 1-10 City At m} y III C "CITY" CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager 7 80A -17 EXHIBIT I EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A Project Description Estimated Costs Capital improvements within the South Main Street Redevelopment Project Area, including but not limited to, public facilities, streets, drains, sewers, parks, sidewalks, $2,515,560.32 streetscapes, landscaping and lighting located on public property or in public rights -of -way. Total $2,515,560.32 Resolution No, 2016 -XXX Page 7 of 7 FOODINFOO SUCCESSOR AGENCY RESOLUTION NO, 2016 -XXX A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, SERIES 2003A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE CITY OF SANTA ANA TO TRANSFER SUCH FUNDS TO THE CITY FOR BOND - ELIGIBLE PURPOSES, (3) DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND (4) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "Former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "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, at 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 and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, at 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 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; 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 Law 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 Resolution 2016 -xxx Page 1 of 7 80A -19 EXHIBI "r2 WHEREAS, Section 34191.4(c) of the Dissolution Law 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; 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 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A (the 2003A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2003 Agreement as described below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City 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 City; and WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ( "2003 Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and Resolution 2016 -xxx Page 2 of 7 Fi EXHIBIT 2 WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "2003 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, the Successor Agency, upon receiving Oversight Board approval, will transfer the Excess Bond Proceeds referenced in the 2003 Agreement to the City; and WHEREAS, the Successor Agency desires to approve the 2003 Agreement and the 2003 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 FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA: 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 will be accomplished in accordance with the Bond Spending Plan to fund projects referenced therein. Section 3. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows: A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2003 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds, Section 4. The Successor Agency hereby approves the 2003 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The Successor Agency hereby approves the 2003 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 2003 Agreement, the Resolution 2016 -xxx Page 3 of 7 80A -21 EXHIBIT 2 City may amend the 2003 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and Clerk of the Council are hereby authorized and directed as follows: A. Execute the 2003 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Transfer all Excess Bond Proceeds to the City for use by the City in accordance with the 2003 Agreement and the 2003 Bond Spending Plan. Section 7. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. APPROVED AS TO FORM: Sonia R. Carvalho City Atto T�y Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution 2016 -xxx Page 4 of 7 Miguel A. Pulido Mayor 80A -22 EXHIBIT 2 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the Successor Agency on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution 2016 -xxx 80A -23 Page 5 of 7 Resolution 2016 -xxx Page 6 of 7 EXIIIBI F2 WUMM BOND PROCEEDS EXPENDITURE AGREEMENT • I W EXHIBIT 2 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement') is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency "). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws 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 Law (as defined in Recital D below). C, The Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "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. ( "CRL "). D. Assembly Bill xl 26 ( "AB x1 26 "), effective on Jwre 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 pall, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al,, Case No. 5194861 ( "Matosantos Decision "), which laws aid 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, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law 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 Law allows a successor agency that has received a Finding of Completion ( "Finding ") 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 mariner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds EXHIBIT2 obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the ,Finding from the State of California Department of Finance dated as ofNovcmber 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post- dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(x) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other fiends described in Section 2.1 below, "Bond Proceeds ") that aro not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal. and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procee s y e uccessar gency to t e City— �an the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. NOW, THERE, FORE, the parties hereto do mutually agree as follows: .O R M •. EXHIBIT 2 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 Law" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or fimded with proceeds from tax allocation bonds issued on or before December 31, 2010. 23 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved BOPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissohtion Law. 2.5 "Bond Spending Plan" is defined in Recital K. 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 City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,560,32 (the `Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 12 Future Excess Bond Proceeds, The Successor Agency shall transfer to the City 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, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, 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, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of 'future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond 80A -27 FAIH tiT 2 Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant BOPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, 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 City all responsibilities in relation to the achninistration and implementation of any projects or programs funded by Excess Bond Proceeds. The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution 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, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A Indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City 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 fuunds for uses consistent with applicable covenants of the 2003A Bonds. The City 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 City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds, The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the tenns of the 2003A Indenture, to the extent the 2003A Indenture remains in effect, The City hereby assumes all contracts entered into or assumed by the Successor Agency post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of -- Excess BorTd- Proceeds amn —my-ectividun- g- befanded -by-Excess- Bund-Proceeds,---�vith- the- excepticnr of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency, The City 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 andlor NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN, The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending EXHIBIT 2 Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City 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 City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City 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 fill force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or umenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a rnarmer 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. 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. . ' A .� EXH BIT 2 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action, 10. 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. [SIGNATURES ON NEXT PAGE] 1M1 EXHIBIT 2 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIAt�VA�tI.HO City At r y (�� C "CITY"' CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager 7 80A -31 EXHIBIT 2 EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A Project Description Estimated Costs Capital improvements within the South Main Street Redevelopment Project Area, including but not limited to, public facilities, streets, drains, sewers, parks, sidewalks, $2,515,560.32 streetscapes, landscaping and lighting located on public property or in public rights -of -way. Total 52,515,560.32 Resolution 2016 -xxx Page 7 of 7 80A -32 EXHIBIT 3 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement ") is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1,8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency "). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws 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 Law (as defined in Recital D below). C. The Conununity Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "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. ( "CRL" ). D. Assembly Bill xl 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 farther by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated, E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law 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 341914(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ("Finding ") 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 FoorlyffiN EXHIBIT 3 obligations" that slrall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. 1. The CRL pre - dissolution provided for, and the Dissolution Law post - dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the plamring, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J'. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other fiends described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds, K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procae s y e uccessor gency toi , an The City, s agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation withir the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight BoarcI approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as oblIganol to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. NOW, THEREFORE, the parties hereto do mutually agree as follows; • ' 1 I .� EXHIBIT 3 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 Law" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans ftrnded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from tax allocation bonds issued on or before December 31, 2010. 23 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved BOPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 "Bond Spending Plan" is defined in Recital K. 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 City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,56032 (the "Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City 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 proj ect or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, 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, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond FOR EXHIBff 3 Proceeds to the City 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 City, 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 City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds, The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution 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, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A Indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds, The City 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 fiords to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2003A Bonds, The City may spend Excess Bond Proceeds received or retained trader 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 City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terns of the 2003A Indenture, to the extent the 2003A Indenture remains in effect. The City hereby assumes all contracts entered into or assumed by the Successor Agency post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of ---- - - - - -- Exoess-onrl Proce rd-any-uudviduff- tzsba-fanded- by-Excess-Bond-Proeeeds, with the- exceptimi of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City 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/or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending .O R •. EXHIBIT 3 Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide finding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City 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. 52 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City 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. SEVERABILITY If any teen, 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 fall force and effect unless the rights and obligations of the parties have been materially altered or abridged . by such invalidation, voiding or rmenforceability. 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 it 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. 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. 80A -37 EXHIM 1'3 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10, 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. [SIGNATURES ON NEXT PAGE] EXHIBIT 3 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written, ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City By: ATTEST: MARIA D. IHUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City By: .' «CITY: CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager DI 1 I ' L�