CC - 2013-32 - Approving the Master Agreement for Excess Bonds Proceeds Between the City and Successor Agency for the Completion of Bond Issued Capital Improvement Projects and Acceptance of Excess Bond Proceeds from the Successor AgencyRESOLUTION: 2013 -32
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD
APPROVING THE MASTER AGREEMENT FOR EXCESS BOND PROCEEDS
BETWEEN THE CITY OF ROSEMEAD AND THE ROSEMEAD SUCCESSOR
AGENCY FOR THE COMPLETION OF BOND ISSUED CAPITAL IMPROVEMENT
PROJECTS AND THE ACCEPTANCE OF EXCESS BOND PROCEEDS FROM THE
ROSEMEAD SUCCESSOR AGENCY
WHEREAS, on April 25, 2012 the Oversight Board for the Rosemead Successor
Agency approved the inclusion of Capital Improvement Projects to be funded with existing bond
proceeds on the Recognized Obligation Payment Schedule; and
WHEREAS, the approved Capital Improvement Projects have been included on each
Recognized Obligation Payment Schedule filed by the Rosemead Successor Agency; and
WHEREAS, the Rosemead Successor Agency received the Finding of Completion on
April 18, 2013 from the Department of Finance; and
WHEREAS, the Finding Completion states that the Rosemead Successor Agency may
utilize proceeds derived from bonds issued prior to January 1, 2011 in a manner consistent with
the original bond covenants per Health and Safety Code section 34191.4(c); and
WHEREAS, the Rosemead Successor Agency is holding approximately $7.1 million in
bond proceeds derived from bonds issued prior to January 1, 2011 for Capital Improvement
Projects identified in the bond covenants; and
WHEREAS, the City Council and the Successor Agency desire to enter into a Master
Agreement for Excess Bond Proceeds ( "Agreement') transferring the responsibility for
completing all of the capital improvement projects contemplated in the Tax Allocation Bond
Series 2010A Issuance and all excess bond proceeds to the City of Rosemead
WHEREAS, the completion of the Capital Improvement Projects will be complex in
nature and require numerous contracts that are time sensitive to ensure that the projects move
forward in a timely manner and according to budgeted figures; and
WHEREAS, a delay in sending each individual contract to the Department of Finance
through the Recognized Obligation Payment Schedule for oversight and approval will create
unnecessary delays in the project that may result in cost increases or missed deadlines.
WHEREAS, the City of Rosemead has the expertise and staff to oversee and complete
the capital improvement projects contemplated in the Tax Allocation Bond Series 2010A
Issuance and to do so in a manner consistent with the Agreement and the law.
LA #4841 -5161 -3716 v1
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEMEAD DOES
HEREBY RESOLVE:
1. The facts stated in the forgoing Recitals are hereby acknowledged and affirmed.
2. The Agreement is hereby incorporated into this Resolution at attached hereto as
Exhibit A.
3. The Agreement is approved and the Mayor is authorized to execute the Agreement
substantially in the form presented to the City Council.
4. The City hereby agrees to receive and expend existing excess bond proceeds in the
amount of $7,077,558.51 from the Successor Agency to be used for purposes
consistent with the Agreement and Law.
5. The City of Rosemead shall follow the Agreement for the completion of all the
approved projects, including providing the Oversight Board with an opportunity to
review all contracts prior to issuing a Notice to Proceed.
PASSED, APPROVED AND ADOPTED this 11th day of June 2013.
POLLY ' Ldvuayor
Mayor, City of Rosemead
ATTEST:
��I� A IV LO I ,
4 0 <_
Gloria Molleda
City Clerk
APPROVED AS TO FORM:
RACHEL RICHMAN
City Attorney
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.
CITY OF ROSEMEAD )
I, Gloria Molleda, City Clerk of the City of Rosemead, do hereby certify that the foregoing
Resolution No. 2013 -32 being:
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ROSEMEAD APPROVING THE
MASTER AGREEMENT FOR EXCESS BOND
PROCEEDS BETWEEN THE CITY OF
ROSEMEAD AND THE ROSEMEAD
SUCCESSOR AGENCY FOR THE
COMPLETION OF BOND ISSUED CAPITAL
IMPROVEMENT PROJECTS AND THE
ACCEPTANCE OF EXCESS BOND
PROCEEDS FROM THE ROSEMEAD
SUCCESSOR AGENCY
was duly and regularly approved and adopted by the Rosemead City Council on the 11th of June,
2013, by the following vote to wit:
Yes: Alarcon, Clark, Low, Ly
No: None
Abstain: None
Absent: Armenta
Aa -
Gloria Molleda
City Clerk
AGREEMENT REGARDING
EXPENDITURE OF EXCESS BOND PROCEEDS
This Agreement Regarding Expenditure of Excess Bond Proceeds (this "Agreement ") is
entered into effective as of June 12, 2013 ( "Effective Date ") by and between the Successor
Agency to the Community Development Commission of the City of Rosemead ( "Successor
Agency ") and the City of Rosemead, 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 Community Development
Commission of the City of Rosemead ( "Redevelopment Agency ") had responsibility to
implement the Merged Project Areas (the "Project Area "), originally approved by Ordinance
Nos. 340 and 809 enacted by the City of Rosemead City Council (the "City Council") and
subsequently merged by Ordinance No. 871 on February 10, 2009.
B. Pursuant to an Indenture of Trust dated as of June 1, 2010, and executed by and between
the Redevelopment Agency and U.S. Bank National Association as Trustee (the "Indenture "),
the Agency issued Tax Allocation Bonds, Series 2010A Bonds in the original principal amount
of $11,230,000 (the "Bonds ").
C. Pursuant to the Indenture, $9,629,060.80 of the Series 2010A Bonds were deposited into
the Redevelopment Fund and are required to be used solely in the manner provided by the CRL
to provide financing certain infrastructure improvements within the Project Area.
D. Pursuant to Resolution No. 2012 -04 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 pursuant to Assembly Bill
xl 26 ( "AB 26 ").
E. On April 18, 2013 the Successor Agency received its finding of completion 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 where sold. Further, the Successor Agency may
designate the use of and commit indebtedness obligation proceeds that were derived from
indebtedness issued for redevelopment purposes on or before December 31, 2010, and that
remain available after the satisfaction of enforceable obligations that have been approved on a
Recognized Obligation Payment Schedule ( "ROPS ") and that are consistent with the
indebtedness obligation covenants (hereafter, "Excess Bond Proceeds ").
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G. Health and Safety Code Section 34191.4(c) further provides that the expenditure of
Excess Bond Proceeds must be listed separately on the ROPS.
H. The Official Statement for the Bonds at page 5 "Plan of Finance" provides that the Bonds
were issued to provide funds for certain infrastructure improvements. The projects include but
are not limited to: the Rosemead Community Center and Parking Lot Expansion and City Park
and Playground Facilities and other projects referenced or allowed pursuant to the bond
covenants.
I. The oversight board for the Successor Agency ( "Oversight Board ") approved the ROPS
submitted by the Successor Agency for the January — June 2013 period ( "ROPS III ") which
included infrastructure projects consistent with the Bond issuance. They include: Rosemead
Community Center Parking Lot Improvements, Rosemead Park Improvements, Zapopan Park
Improvements, Sewer System Expansion, Rosemead Park Turf Improvements, Valley Blvd.
Street Improvements, and New Park at Walnut Grove and Rush.
J. Now that the Successor Agency has received its Finding of Completion the Parties desire
to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and
consistent with the Bond covenants and the requirements of the CRL, and to provide for the
Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes.
K. The execution of this Agreement was approved by the City Council and in its capacity as
the governing board of the Successor Agency by resolutions adopted on June 11, 2013.
L. The execution of this Agreement by the Successor Agency was approved by the
Oversight Board by resolution adopted on June 12, 2013.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises herein contained, the Parties hereby agree as follows.
1. Incorporation of Recitals. The Parties acknowledge the truth of the foregoing Recitals
which by this reference are incorporated into this Agreement.
2. Term. The tern 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 shall use the Excess Bond
Proceeds within the City solely for the purposes identified in Recitals H, I & J above, the
projects identified in this Section 3, or for other infrastructure projects consistent with the Bond
covenants and the provisions of the CRL that apply to the expenditure redevelopment funds.
4. Transfer of Excess Bond Proceeds The Successor Agency shall transfer the remaining
Excess Bond Proceeds to the City, and the City shall deposit such funds into an Excess Bond
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Proceeds Fund for City's use in accordance with the terms, conditions, and purposes set forth in
this Agreement. As of the Effective Date, the amount of Excess Bond Proceeds equals the sum
of seven million seventy -seven thousand five hundred fifty -eight dollars and fifty-one cents
($7,077,558.51).
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, 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. Oversight Board Review of Contracts Using Excess Bond Proceeds The Successor
Entity agrees to provide notice to the Oversight Board of all contracts utilizing Excess Bond
Proceeds prior to authorizing a Notice to Proceed.
7. 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.
8. 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.
9. 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.
10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
11. 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.
12. Amendments. This Agreement may be modified or amended, in whole or in part, only by
an instrument in writing, executed by the Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date first written above.
CITY:
CITY OF ROSEMEAD
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Dated: '�/o />W/ 3
SUCCESSOR AGENCY:
SUCCESSOR AGENCY TO THE
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
POLLY O , Chair
Board of Directors
Dated: / / /jm/ >
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DIF,LIVERED � . Iv�AYOR
cX9..�
ORIA MOLLEDA
City Clerk
By. ✓ ' /1 1f
APPROVED AS TO LEGAL FORM
RACHEL RICHMAN
CITY ATTORNEY
Dated: /
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR OF
_ G)na �AU c eJ g
GLORIA MOLLEDA
Secretary
By:v
APPROVED AS TO LEGAL FORM
RACHEL RICHMAN , Counsel
Dated: 611111
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