Loading...
HomeMy WebLinkAboutRESOLUTIONS - 12102013 - 2013/462C.75 County 12-4-13 Version ENFORCEABLE OBLIGATION (BOND PROCEEDS) ADMINISTRATION AND FUNDING AGREEMENT This Enforceable Obligation (Bond Proceeds) Administration and Funding Agreement (this “Agreement”) is entered into as of December 10, 2013 by and between the Successor Agency to the Contra Costa County Redevelopment Agency, a public entity separate from the County of Contra Costa (the “Successor Agency”), and the County of Contra Costa, a political subdivision of the State of California (the “County”). The Successor Agency and the County are sometimes referred herein as the “parties”, and individually as a “party”. RECITALS A.This Agreement is entered into to implement the terms and requirements of AB x1 26 enacted June 28, 2011, as modified by AB 1484 enacted June 27, 2012 (collectively, the “Redevelopment Dissolution Law”). B.In accordance with the Redevelopment Dissolution Law: 1.The former Contra Costa County Redevelopment Agency (the “Dissolved RDA”) was dissolved as of February 1, 2012, pursuant to Health and Safety Code Section 34172(a), and California Redevelopment Association v. Matosantos, et al.(2011) 53 Cal.4th 231. 2.On January 17, 2012, pursuant to Health and Safety Code Section 34173, the Board of Supervisors of the County (the “Board”) resolved that, effective February 1, 2012, the County would act as the successor agency (the “Successor Agency”) for the Dissolved RDA, a separate and distinct legal entity from the County. 3.On January 17, 2012, pursuant to Health and Safety Code Section 34176, the Board also elected to be the housing successor of the Dissolved RDA (the “Housing Sucessor”) and thereby retain the housing assets (except for bond proceeds) and functions previously performed by the Dissolved RDA. 4.The Dissolution Law obligates the Successor Agency to pay the Dissolved RDA’s enforceable obligations (as defined in Health and Safety Code Section 34171(d), each an “Enforceable Obligation”), dispose of the Dissolved RDA’s properties and other assets, and unwind the Dissolved RDA’s affairs. 5.An oversight board for the Successor Agency (the “Oversight Board”) has been formed and is functioning in accordance with Health and Safety Code Section 34179. 6.In order to pay the Dissolved RDA’s Enforceable Obligations and facilitate unwinding the Dissolved RDA, and pursuant to Health and Safety Code Section 34177(l), the Successor Agency prepares Recognized Obligation Payment Schedules (as defined in health and Safety Code Section 34171(h), “ROPS”), and submits them to the Oversight Board and the California Department of Finance (the “DOF”), for review and approval. 2 7.The Successor Agency has prepared and submitted the proposed ROPS for the period from January 1, 2014 through June 30, 2014 (the “ROPS 13/14B”) to the Oversight Board and the DOF for their respective approvals. C.The ROPS 13/14B includes five items providing for the expenditure of the Bond Proceeds (as defined in Section 3(a) below). D.The parties desire to enter into this Agreement to provide for the County to act as the agent of the Successor Agency and allow the County to take specified actions with regards to the Bond Proceeds, in accordance with the terms of this Agreement and all applicable laws and regulations. E.The County as Housing Successor has the necessary experience and expertise to expend the Bond Proceeds as set forth in this Agreement. F.This Agreement will become effective only upon satisfaction of the conditions set forth in Section 1 below, including without limitation actions required by the Redevelopment Dissolution Law. NOW, THEREFORE, the Successor Agency and the County agree as follows: Effectiveness of Agreement. This Agreement shall become effective only upon the occurrence of all of the following conditions to the satisfaction of the County and the Successor Agency. The date upon which all of the following conditions are first satisfied is referred to herein as the “Effective Date”. (a)The Oversight Board and DOF’s approval of ROPS 13/14B that includes the Enforceable Obligations relating to the Bond Proceeds; (b)Approval of this Agreement and direction by the Oversight Board for the Successor Agency to execute and implement this Agreement pursuant to Health and Safety Code Section 34180(h); and (c)Notification to the DOF of the Oversight Board action approving this Agreement, and effectiveness of the Oversight Board’s act of approving this Agreement pursuant to the provisions of Health and Safety Code Section 34179(h). Section 2.Appointment and Authority of Agent. The Successor Agency hereby appoints the County, and the County hereby agrees to serve as an agent of the Successor Agency for the purpose of performing the duties set out in this Agreement. The designation of the County as an agent to the Successor Agency as set forth in this Section 2 shall become effective as of the Effective Date. Promptly following the Effective Date, the Successor Agency will deliver to the County true and correct originals or copies of the bond documents governing the Bond Proceeds, and any other documents necessary for the County to perform the tasks outlined in Section 3, below. The County hereby discloses to the Successor Agency that the County, in performing its obligations under this Agreement, will be using Bond Proceeds to pay County staff for performing such obligations, and the Successor Agency acknowledges this fact and agrees that this comports with County’s fiduciary duty to the Successor Agency, as its principal, in undertaking such acts. 3 Section 3.County Duties. (a)On behalf of the Successor Agency, the County will: (i)Expend the bond proceeds set forth on Exhibit A, attached hereto and incorporated herein by this reference (collectively, the “Bond Proceeds”), for affordable housing purposesas authorized pursuant to Health and Safety Code Section 34176(g)(1)(A); (ii)Make required payments and distributions pursuant to the terms of this Agreement, the bond documents governing the expenditure of the Bond Proceeds, and the Contra Costa County Redevelopment Agency Five-Year Implementation Plan (FY 2009/10 – FY 2014/15); (iii)Enter into agreements, as agent of the Successor Agency, for the expenditure of the Bond Proceeds; and (iv)Administer and report on the use of the Bond Proceeds. (b)In performing the tasks set forth in this Agreement, the County shall have no obligations to spend any of its own funds. All agreements executed by the County, as agent for the Successor Agency shall bear the following signature block: “Contra Costa County, as agent for the Successor Agency to the Contra Costa County Redevelopment Agency.” Section 4.Successor Agency Duties. (a)Immediately upon the occurrence of (i) the Effective Date, and (ii) the January 2, 2014 payment to the Successor Agency’s “Redevelopment Obligation Retirement Fund (as that term is used in the Dissolution Act) by the Contra Costa County Auditor- Controller, the Successor Agency will transfer the Bond Proceeds to the County. (b)The Successor Agency will promptly provide the County with all information and copies of all documentation it receives that are related to the Bond Proceeds or their expenditure. Section 5.Records and Reporting. (a)Records. The County will maintain complete and accurate financial accounts, documents and records with respect to the Bond Proceeds, and will make the same available to the authorized agents of the Successor Agency for copying and auditing upon reasonable prior notice. Such accounts, documents and records will be retained by the County for at least three years following completion of the County's tasks described in Section 3. The Successor Agency may (but need not) prescribe reasonable forms or formats for the keeping of such records. (b)Inspection of Documents. During the regular office hours and upon reasonable prior notice the Successor Agency, by its duly authorized representative, will have the right to inspect and make copies of any books, records or reports of the County pertaining to this Agreement. 4 (c)Final Accounting and Report; Determination of Any Excess Available Funds Amount. Within sixty (60) days after it has expended all of the Bond Proceeds, the County will provide to the Successor Agency a report (the “Close-Out Report”) setting forth in reasonable detail all expenditures by the County of the Bond Proceeds. The Successor Agency must approve or disapprove the Close-Out Report in writing within thirty (30) days of receipt of the Close-Out Report. Section 6.Indemnity. The Successor Agency will indemnify, defend, save, protect and hold harmless the County, its governing body, elective and appointed boards, and commissioners, officers, employees, representatives and agents (“Indemnitees”), to the fullest extent not prohibited by applicable law, from any and all demands, losses, claims, costs, suits, liabilities and expenses for any damage, injury or death (collectively “Liability”) arising directly or indirectly from or connected with the matters covered by this Agreement, or the parties’ actions pursuant to this Agreement, and will make good to and reimburse Indemnitees for any expenditures, including reasonable attorney’s fees, the Indemnitees may make by reason of such matters and, if requested by any of the Indemnitees, will defend any such suits at the sole cost and expense of the Successor Agency. This indemnification clause will survive the termination or expiration of this Agreement. The Successor Agency’s obligations under this section exist regardless of whether the County has insurance or other indemnification covering any of these matters. The Successor Agency will not be required to indemnify County for the proportion of Liability a court determines is directly attributable to the sole negligence or willful misconduct of the County, its governing body, officers or employees. Section 7.No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement and none are intended. No person or entity other than the County and the Successor Agency, and their permitted successors and assigns, shall have any right of action under this Agreement. Section 8.Miscellaneous Provisions. (a)Notices. Any notice or communication required to be given under this Agreement by a party shall be in writing, and may be given either personally, by facsimile transmission, by reputable overnight courier or by registered or certified mail, return receipt requested. If delivered by registered or certified mail, a notice shall be deemed to have been given and received on the first to occur of: (a) actual receipt by any of the addressees designated below as a party to whom notices are to be sent; or (b) five (5) days after the registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. A party may at any time, by giving ten (10) days written notice to the other party pursuant to this Section 8(a), designate any other addresses in substitution of the address to which such notice or communication shall be given. Notices shall be given to the parties at their address set forth below: County:County of Contra Costa Department of Conservation and Development 30 Muir Drive Martinez, California 94553 Attention: County Administrator 5 Successor Agency:Contra Costa County Successor Agency c/o Department of Conservation and Development 30 Muir Drive Martinez, California 94553 Attention: Successor Agency Executive Director (b)Non-Liability of Officials. No member, official, employee or agent of the parties shall be personally liable to any other party or any successor in interest, in the event of any default or breach by a party for any amount which may become due to another party or successor or on any obligation under the terms of this Agreement. (c)Litigation Regarding The Agreement. In the event litigation is initiated attacking the validity of this Agreement, the Successor Agency will in good faith defend and seek to uphold this Agreement at Successor Agency’s expense. The County will cooperate with the Successor Agency’s defense of this Agreement. (d)Governing Law. This Agreement, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of California. (e)Additional Acts. The parties each agree to take such other and additional action and execute and deliver such other and additional documents as may be reasonably requested by the other party for purposes of consummating the transactions contemplated in this Agreement. (f)Entire Agreement; Amendments. This Agreement constitutes the entire and integrated agreement of the parties and supersedes all prior negotiations, representations, or agreements, either written or oral, with respect to the matters addressed in this Agreement. This Agreement may be amended only by written instrument executed by the parties at the time of such amendment. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CONTRA COSTA COUNTY, a political subdivision of the State of California By: Name: Its: SUCCESSOR AGENCY TO THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a separate public entity By: Name: Its: EXHIBIT A BOND PROCEEDS 1.$3,510,699 in proceeds from [County of Contra Costa Public Financing Authority 2007 Taxable Tax Allocation Revenue Bonds, Series A-T] for the Bay Point Housing Project (Orbisonia Heights).1 2.$2,679,523 in proceeds from [County of Contra Costa Public Financing Authority 2007 Taxable Tax Allocation Revenue Bonds, Series A-T] for the Rodeo Housing Project (Town Center). 3.$437,632 in proceeds from [County of Contra Costa Public Financing Authority 2007 Taxable Tax Allocation Revenue Bonds, Series A-T] for the North Richmond Housing Project. 4.$516,697 in proceeds from [County of Contra Costa Public Financing Authority 2007 Taxable Tax Allocation Revenue Bonds, Series A-T] for the Montalvin Manor Housing Project. 5.$541,305 in proceeds from [County of Contra Costa Public Financing Authority 2007 Taxable Tax Allocation Revenue Bond Program Funds] for all project areas. 1 Steve / Maureen – we need a description of the bonds where each of the bond proceeds are coming from.