City of Culver City, California
Agenda Item Report
Meeting Date: 06/23/2014 Item Number: JC-3
JOINT CITY COUNCIL-SUCCESSOR AGENCY AGENDA ITEM: Adoption of
Respective Resolutions (1) Approving a Master Agreement Regarding Retention
and Expenditure of Bond Proceeds between the City of Culver City and the
Successor Agency to the Culver City Redevelopment Agency Pursuant to
California Health and Safety Code Section 34191.4(c); and (2) Approving Related
Actions.
Contact Person/Dept.: Glenn Heald
Todd Tipton / CDD
Phone Number: 310-253-5752
310-253-5783
Fiscal Impact: Yes [] No [X] General Fund: Yes [] No []
Public Hearing: [] Action Item: [] Attachments: [X]
Public Notification: (E-Mail) Meetings and Agendas – City Council (06/20/2014) (E-Mail)
Meetings and Agendas – Successor Agency (06/20/2014).
Departmental Approval:
Sol Blumenfeld (06/16/14)
City Attorney/Successor Agency General
Counsel Approval:
Carol Schwab (by H. Baker) (06/16/14)
Successor Agency Special Counsel Approval:
Murray Kane (06/17/16)
Chief Financial Officer Approval:
Jeff Muir (06/17/14)
City Manager / Executive Director Approval:
John M. Nachbar (06/18/14)
RECOMMENDATION:
Staff recommends that (1) the Board of the Successor Agency to the Culver City
Redevelopment Agency (Successor Agency Board) adopt a resolution approving a
Master Agreement Regarding Retention and Expenditure of Bond Proceeds (Master
Agreement) between the Successor Agency and the City of Culver City (City) pursuant
to California Health and Safety Code Section 34191.4(c); and (2) the City Council adopt
a resolution approving a Master Agreement.
BACKGROUND:
Pursuant to authority granted under the California Community Redevelopment Law
(CRL), the former Culver City Redevelopment Agency (former CCRA) had responsibility
to implement the amended and restated Redevelopment Plan for the Culver City
Redevelopment Project (Redevelopment Plan) for the Culver City Redevelopment
Project Area (Project Area).
The former CCRA issued Tax Allocation Refunding Bonds, 1999 Series A, in the
principal amount of $31,940,000 (1999 Bonds) and Tax Allocation Bonds, 2002 Series
A, in the principal amount of $28,280,000 (2002 Bonds). The bond documents state
that the bonds are required to be used to provide financing for, among other things, “a
wide variety of projects to implement the Redevelopment Plan for the Project Area.
Some of the currently contemplated projects include funding the costs of public
improvements and public facilities, streetscape and infrastructure improvements, off-
street parking facilities and commercial rehabilitation grants.” City of Culver City, California
Agenda Item Report
Pursuant to Assembly Bill No. 26 (2011-2012 1st Ex. Sess.), the City agreed to serve as
the Successor Agency commencing upon dissolution of the former CCRA on February
1, 2012.
California Health and Safety Code Section 34191.4(c) provides that once a finding of
completion (FOC) has been issued by the California Department of Finance (DOF), a
successor agency is authorized to use bond proceeds for the purposes for which the
bonds were sold. Such 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 that remain available after
the satisfaction of enforceable obligations that have been approved on a Recognized
Obligation Payment Schedule and that are consistent with the indebtedness obligation
covenants (Bond Proceeds).
The DOF issued an FOC to the Successor Agency on December 5, 2013.
The Bond Proceeds have been transferred to the City. As of May 31, 2014, the
following amounts of Bond Proceeds are available: (i) 1999 Bonds: $2,772,076 and (ii)
2002 Bonds: $13,965,558.
The Successor Agency and the City desire to enter into the Master Agreement in order
to use the Bond Proceeds for the purposes identified in and consistent with the
applicable indebtedness obligation covenants and the requirements of the CRL by
providing for the City to retain the transferred Bond Proceeds and to use them for such
purposes.
DISCUSSION:
If the Successor Agency Board and the City Council adopt the proposed resolutions, a
similar resolution will be presented for consideration by the Board of Directors of the
Oversight Board to the Culver City Successor Agency (Oversight Board) at its special
meeting scheduled for July 24, 2014. If the Oversight Board adopts the proposed
resolution, then the Oversight Board’s resolution will be submitted to the DOF for review
and approval. The Master Agreement will become effective upon DOF approval and will
continue in effect until the date that all Bond Proceeds are expended in accordance with
the requirements of the Master Agreement.
Upon DOF approval of the Master Agreement, the City will be deemed authorized to
retain the transferred Bond Proceeds, and the City will be required to hold such funds in
a separate Bond Proceeds account for the City’s use in accordance with the terms,
conditions, and purposes set forth in the Master Agreement. The Bond Proceeds will be
used solely for the purposes identified in the Master Agreement or for other projects
consistent with the indebtedness obligation covenants and the provisions of the CRL
that apply to the expenditure of redevelopment funds.
City of Culver City, California
Agenda Item Report
The Master Agreement will not limit in any manner the discretion of the City in
connection with the issuance of approvals and entitlements for the projects described in
the Master Agreement or avoid legally required processes attendant to project approval,
including the undertaking and completion of any required environmental review pursuant
to the CEQA, and the review and approval of plans and specifications.
Following DOF approval of the Master Agreement, no subsequent DOF approval will be
required in order for the City to expend the Bond Proceeds.
FISCAL ANALYSIS:
There is no financial cost associated with the adoption of the proposed resolutions
approving the Master Agreement.
ATTACHMENTS:
1. Proposed Successor Agency Resolution.
2. Proposed City Council Resolution.
MOTIONS:
That the Successor Agency Board:
Adopt a resolution approving a Master Agreement regarding Retention and
Expenditure of Bond Proceeds between the Successor Agency and the City
pursuant to California Health and Safety Code Section 34191.4(c).
AND
That the City Council:
Adopt a resolution approving a Master Agreement regarding Retention and
Expenditure of Bond Proceeds between the Successor Agency and the City
pursuant to California Health and Safety Code Section 34191.4(c).
MEETING DATE: 06/23/2014
AGENDA ITEM: JOINT CITY COUNCIL-SUCCESSOR AGENCY AGENDA
ITEM: Adoption of a Resolution (1) Approving a Master Agreement
Regarding Retention and Expenditure of Bond Proceeds between the City
of Culver City and the Successor Agency to the Culver City
Redevelopment Agency Pursuant to California Health and Safety Code
Section 34191.4(c); and (2) Approving Related Actions.
ATTACHMENTS
Pages
1. Proposed Successor Agency resolution approving the 1 - 407
Successor Agency’s entry into the Master Agreement.
2. Proposed City Council resolution approving the City’s 408 - 413
entry into the Master Agreement.
Attachment No. 1
1Attachment No. 1
2Attachment No. 1
3Attachment No. 1
4Attachment No. 1
5Attachment No. 1
6Attachment No. 1
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MASTER AGREEMENT
REGARDING RETENTION AND EXPENDITURE OF BOND PROCEEDS
This Master Agreement Regarding Retention And Expenditure Of Bond Proceeds
(this “Agreement”) is dated as of June 23, 2014 and is entered into by and between THE
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY, a
public body, corporate and politic (the “Successor Agency”) and THE CITY OF CULVER
CITY, a municipal corporation (the “City”). The Successor Agency and the City are
hereinafter collectively referred to as the “Parties”.
RECITALS
A. Pursuant to authority granted under the California Community Redevelopment Law
(California Health and Safety Code (“H&S Code”) Section 33000 et seq.) (the “CRL”),
the former Culver City Redevelopment Agency, a public body, corporate and politic (the
“Former CCRA”) had the responsibility to implement the amended and restated
Redevelopment Plan for the Culver City Redevelopment Project (the “Redevelopment
Plan”) for an area within the City of Culver City known as the Culver City Redevelopment
Project Area (the “Project Area”), which Project Area was duly established by the City
Council of the City of Culver City (the “City Council”) on November 23, 1998 by
Ordinance Nos. 98-014 and 98-015.
B. Pursuant to an Indenture dated as of October 1, 1999, executed by and between the
Former CCRA and U.S. Bank, N.A. (the “Trustee”) (the “Indenture”), the Former CCRA
issued Tax Allocation Refunding Bonds, 1999 Series A, in the principal amount of
$31,940,000 (the “1999 Bonds”). Pursuant to page 6 of the Official Statement for the 1999
Bonds, a true and correct copy of which is attached hereto as Exhibit A and incorporated
herein by this reference, the 1999 Bonds are required to be used to provide financing for,
inter alia, “a wide variety of projects to implement the Redevelopment Plan for the Project
Area. Some of the currently contemplated projects include funding the costs of public
improvements and public facilities, streetscape and infrastructure improvements, off-street
parking facilities and commercial rehabilitation grants.”
C. Pursuant to the Indenture, as amended by a First Supplemental Indenture dated as
of April 1, 2002, executed by and between the Former CCRA and the Trustee, the Former
CCRA issued Tax Allocation Bonds, 2002 Series A, in the principal amount of
$28,280,000 (the “2002 Bonds”). Pursuant to page 3 of the Official Statement for the 2002
Bonds, a true and correct copy of which is attached hereto as Exhibit B and incorporated
herein by this reference, the 2002 Bonds are required to be used to provide financing for,
inter alia, “a wide variety of projects to implement the Redevelopment Plan for the Project
Area. Some of the currently contemplated projects include funding the costs of public
improvements and public facilities, streetscape and infrastructure improvements, off-street
parking facilities and commercial rehabilitation grants.”
D. Assembly Bill No. X1 26 (2011-2012 1st Ex. Sess.) (referred to herein as
“Dissolution Act”) was signed by the Governor of California on June 28, 2011, making
Exhibit "A"
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certain changes to the CRL and to the H&S Code including adding Part 1.8 (commencing
with Section 34161) (“Part 1.8”) and Part 1.85 (commencing with Section 34170) (“Part
1.85”) to Division 24 of the H&S Code.
E. On December 29, 2011, the California Supreme Court delivered its decision in
California Redevelopment Association v. Matosantos, finding the Dissolution Act largely
constitutional and reformed certain deadlines set forth in the Dissolution Act.
F. Pursuant to the Dissolution Act, as modified by the California Supreme Court on
December 29, 2011 by its decision in California Redevelopment Association v.
Matosantos, all California redevelopment agencies, including the Former CCRA, were
dissolved on February 1, 2012, and successor agencies were designated and vested with
the responsibility of paying, performing and enforcing the enforceable obligations of the
former redevelopment agencies and expeditiously winding down the business and fiscal
affairs of the former redevelopment agencies.
G. The City Council of the City of Culver City adopted Resolution No. 2012-R001 on
January 9, 2012, pursuant to Part 1.85 of the Dissolution Act, accepting for the City the
role of successor agency to the Former CCRA.
H. On February 6, 2012, the Board of Directors of the Successor Agency, adopted
Resolution No. 2012-SA001 naming itself the “Successor Agency to the Culver City
Redevelopment Agency”, the sole name by which it will exercise its powers and fulfill its
duties pursuant to Part 1.85 of the Dissolution Act and establishing itself as a separate legal
entity with rules and regulations that will apply to the governance and operations of the
Successor Agency.
I. H&S Code Section 34191.4(c) provides that once a finding of completion (“FOC”)
has been issued by the California Department of Finance (the “DOF”), a successor agency
is authorized to use bond proceeds for the purposes for which the bonds were sold. Such
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 that remain available after the satisfaction of enforceable obligations
that have been approved on a Recognized Obligation Payment Schedule and that are
consistent with the indebtedness obligation covenants (collectively, the “Bond Proceeds”).
J. The DOF issued an FOC to the Successor Agency on December 5, 2013.
K. The Bond Proceeds have been transferred to the City.
L. As of May 31, 2014, the following amounts of Bond Proceeds are available:
- 1999 Bonds: $ 2,772,076
- 2002 Bonds: $13,965,558
Exhibit "A"
9 3
M. An oversight board has been established for the Successor Agency (“Oversight
Board”) and all 7 members have been appointed to the Oversight Board pursuant to H&S
Code Section 34179. The duties and responsibilities of the Oversight Board are primarily
set forth in H&S Code Sections 34179 through 34181 of the Dissolution Act.
N. Pursuant to H&S Code Section 34180(h), the Successor Agency submitted this
Agreement to the Oversight Board and requested its approval to enter into it.
O. The City and, having received approval of the Oversight Board and the DOF, the
Successor Agency desire to enter into this Agreement, in order to use the Bond Proceeds
for the purposes identified in and consistent with the applicable indebtedness obligation
covenants and the requirements of the CRL by providing for the City to retain the
transferred Bond Proceeds and to use them for such purposes.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. Effective Date. This Agreement shall become effective when it is deemed effective
in accordance with H&S Code Section 34179(h) (the “Effective Date”).
2. Term. The term of this Agreement shall commence on the Effective Date and shall
continue in effect until the date that all Bond Proceeds are expended in accordance with
the requirements of this Agreement.
3. Retention of Transferred Bond Proceeds. Upon the Effective Date, the City shall
be deemed authorized to retain the transferred Bond Proceeds, and the City shall hold such
funds in a separate Bond Proceeds account for the City’s use in accordance with the terms,
conditions and purposes set forth in this Agreement.
4. Use of Bond Proceeds. The City agrees that it shall use the Bond Proceeds solely
for the purposes identified in Recitals B and C above or for other projects consistent with
the indebtedness obligation covenants and the provisions of the CRL that apply to the
expenditure of redevelopment funds.
5. Project Approvals; Environmental Review. This Agreement is not intended to limit
in any manner the discretion of the City in connection with the issuance of approvals and
entitlements for the projects described in this Agreement, nor to avoid legally required
processes attendant to project approval including, without limitation, the undertaking and
completion of any required environmental review pursuant to the California Environmental
Quality Act and/or the National Environmental Policy Act, as applicable, and the review
and approval of plans and specifications.
6. Severability. If any term, provision, covenant or condition set forth in this
Agreement is held by the final judgment of a court of competent jurisdiction to be invalid,
Exhibit "A"
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void or unenforceable, then the remaining provisions, covenants and conditions shall
continue in full force and effect to the extent that the basic intent of the Parties as expressed
herein can be accomplished. In addition, the Parties shall cooperate in good faith in an
effort to amend or modify this Agreement in a manner such that the purpose of any
invalidated or voided provision, covenant or condition can be accomplished to the
maximum extent legally permissible.
7. No Third-Party Beneficiaries. Nothing in this Agreement is intended to create any
third-party beneficiaries to this Agreement, and no person or entity other than the Successor
Agency and the City, and the permitted successors and assigns of either of them, shall be
authorized to enforce the provisions of this Agreement.
8. Further Assurances. Each of the Parties agrees to execute, acknowledge and deliver
all additional documents and instruments, and to take such other actions as may be
reasonably necessary to carry out the intent of the transactions contemplated by this
Agreement.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute but one and the same
instrument.
11. Amendments. This Agreement may be modified or amended, in whole or in part,
only by an instrument in writing executed by the Parties.
[signatures on following page]
Exhibit "A"
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.
“SUCCESSOR AGENCY”
THE SUCCESSOR AGENCY TO THE CULVER
CITY REDEVLOPMENT AGENCY,
a public body, corporate and politic
Dated: ______________________ By: _________________________________
John M. Nachbar
Executive Director
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
Secretary
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
Successor Agency General Counsel
By: _________________________________
KANE, BALLMER & BERKMAN
Successor Agency Special Counsel
[signatures continue on following page]
Exhibit "A"
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“CITY”
THE CITY OF CULVER CITY,
a municipal corporation
Dated: ______________________ By: _________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
Exhibit "A"
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Exhibit A
1999 Bonds Official Statement
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413PLEASE NOTE: Exhibit “A ” and its Exhibits to Attachment No. 2 are a true and
identical copy of Exhibit “A ” and its Exhibits to Attachment No. 1 and are
therefore not replicated here.
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