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AGENDA STAFF REPORT i
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DATE: October 24, 2016
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Victoria L. Beatley, Director of Finance/City Treasurer
SUBJECT: AMENDMENT NO. 1 TO ADMINISTRATION AND OVERSIGHT
AGREEMENT TO APPOINT A SUCCESSOR OVERSIGHT
AGENT IN CONNECTION WITH BOND AND AGENCY
REGULATORY AGREEMENTS FOR SEAL BEACH SHORES
MOBILE HOME PARK
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6694 authorizing the City's execution
and delivery of an Amendment No. 1 to Administration and Oversight Agreement
relating to Seal Beach Shores Mobile Home Park and taking related actions.
BACKGROUND AND ANALYSIS:
The former City of Seal Beach Redevelopment Agency (the "Former Agency")
issued bonds (the "Bonds") in 2000 and provided other financial assistance to
LINC Community Development Corporation (the "LINC") for a mobile home park
project, now known as Seal Beach Shores (the "Park"). In that connection, the
Former Agency and LINC entered into regulatory agreements, requiring the Park
to comply with certain affordable housing covenants and reporting requirements.
Seal Beach Shores, Inc. is the successor to LINC with respect to the Park.
The related documents included an Administration and Oversight Agreement,
dated December 1, 2000 (the "Oversight Agent Agreement"), designating the
appointment of an Oversight Agent and Program Administrator (the "Oversight
Agent") to assist in the monitoring of the Park's compliance. The maintenance of
an Oversight Agent is required under the Bonds indenture (i.e., the contract that
contains the Agency's covenants to the bondholders). The Bonds are still
outstanding, and indenture remains to be an enforceable obligation of the
Successor Agency.
Rosenow Spevacek Group Inc. ("RSG") has acted as the Oversight Agent since
2000. With RSG's recent notice of resignation, staff has identified CivicStone,
Inc., as a suitable replacement.
Agenda Item 0
By separate action, the Successor Agency Board will consider the adoption of a
resolution to authorize the Successor Agency's execution and delivery of an
amendment to the Oversight Agent Agreement, in the form attached as Exhibit A
to the Resolution (the "Amendment"), to appoint CivicStone, Inc. as the
successor Oversight Agent.
By law, the Successor Agency and the City are legally separate entities. Seal
Beach Shores has requested that the City be added as a signing party to the
Amendment. In light of the fact that the Amendment does not contain any
provision to increase the City's responsibility thereunder, staff recommends that
City accommodate this request. By adopting the attached Resolution, the City
Council will authorize the City's execution and delivery of the Amendment.
ENVIRONMENTAL IMPACT:
There is no environmental impact associated with adoption of the attached
Resolution.
LEGAL ANALYSIS:
The City Attorney has reviewed and approved as to form.
FINANCIAL IMPACT:
No fiscal impact is expected by virtue of the City's execution of the Amendment.
RECOMMENDATION:
That the City Council adopt Resolution No. 6694 authorizing the execution and
delivery of Amendment No. 1 to Administration and Oversight Agreement relating
to Seal Beach Shores Mobile Home Park, and taking related actions.
SUBMIT :-B NOTED AND APPROVED:
I f
Victoria L. Beatley, ' R. Ingram, City T ager
Director of Finance/City T easurer
Attachment:
A. Resolution No. 6694
Page 2
RESOLUTION NUMBER 6694
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH AUTHORIZING THE EXECUTION AND DELIVERY OF
AN AMENDMENT NO. 1 TO ADMINISTRATION AND
OVERSIGHT AGREEMENT RELATING TO SEAL BEACH
SHORES MOBILE HOME PARK AND TAKING RELATED
ACTIONS
RECITALS:
A. The former City of Seal Beach Redevelopment Agency (the
"Former Agency") was a redevelopment agency duly formed pursuant to the
Community Redevelopment Law, set forth in Part 1 of Division 24 of the
California Health and Safety Code ("HSC").
B. Pursuant to AB X1 26 (enacted in June 2011) and the California
Supreme Court's decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as
of February 1, 2012, the Successor Agency was constituted as the successor
entity to the Former Agency, and the Oversight Board of Successor Agency (the
"Oversight Board") was established.
C. AB X1 26 added Part 1.8 (commencing with Section 34161) and
Part 1.85 (commencing with Section 34170) to Division 24 the HSC. Such Parts
1.8 and 1.85, together with amendments and supplements thereto enacted from
time to time, are collectively referred to herein as the "Dissolution Act."
D. Pursuant to the Dissolution Act, the City Council of the City of Seal
Beach (the "City") adopted Resolution No. 6211, on January 9, 2012, and elected
for the City to serve as the Successor Agency (provided, as clarified by HSC
Section 34173(g), the City and the Successor Agency are separate entities and
are not merged as the result of the City's election to serve as the Successor
Agency).
E. Before the Former Agency's dissolution, the Former Agency
entered into an Administration and Oversight Agreement, dated as of December
1, 2000 (the "Oversight Agent Agreement"), by and among the Former Agency,
LINC Community Development Corporation ("LINC") and Rosenow Spevacek
Group Inc. ("RSG"), as Oversight Agent and Program Administrator thereunder.
F. The Former Agency entered into the Oversight Agent Agreement in
connection with the Former Agency's issuance of its Mobile Home Park Revenue
Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") and
its execution and delivery of the related Indenture of Trust, dated as of December
1, 2000 (the "Indenture"), by an between the Former Agency and Union Bank of
California, N.A., as trustee. Capitalized terms used but not defined herein have
Resolution Number 6694
the meanings ascribed to them in the Oversight Agent Agreement, or if not in the
Oversight Agent Agreement, the Indenture.
G. Seal Beach Shores, Inc, is the successor-in-interest to LINC, as the
Borrower under the Indenture, the Oversight Agent Agreement and other related
documents.
H. A portion of the Bonds remains outstanding; and the Bonds, the
Indenture and the Oversight Agent Agreement continue to be enforceable
obligations of the Successor Agency.
I. RSG has given notice of its resignation from the positions of the
Oversight Agent and the Program Administrator.
J. The Successor Agency desires to execute an amendment,
substantially in the form attached as Exhibit A ("Amendment No. 1 to Oversight
Agent Agreement"), to provide for the appointment of CivicStone, Inc, as the
successor Oversight Agent and the Program Administrator.
K. Seal Beach Shores, Inc. has requested that the City be added as a
signatory to the Amendment No. 1 to Oversight Agent Agreement; and the City
has determined to accommodate this request.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL
BEACH, HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS
FOLLOWS:
Section 1. The above recitals are true and correct and are a
substantive part of this Resolution.
Section 2. The Mayor (or in the absence of the Mayor, the Mayor Pro
Tem), is hereby authorized to execute and deliver, for and in the name of the
City, Amendment No. 1 to Oversight Agent Agreement, in substantially the form
attached hereto as Exhibit A, with such changes therein as the Mayor (or the
Mayor Pro Tern) executing the same may approve (such approval to be
conclusively evidenced by the execution and delivery thereof).
Section 3. The officers of the City are hereby authorized, jointly and
severally, to do all things which they may deem necessary or proper to effectuate
the purpose of this Resolution and to assist the Successor Agency with respect
to the implementation of Amendment No. 1 to Oversight Agent Agreement.
Resolution Number 6694
PASSED, APPROVED and ADOPTED by the City Council of the City of Seal
Beach at a regular meeting held on the 24th day of October , 2016 by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Massa-Lavitt, Mayor
ATTEST:
Robin L. Roberts, City Clerk
Resolution Number 6694
EXHIBIT A
AMENDMENT NO. 1 TO OVERSIGHT AGENT AGREEMENT
(in substantial final form)
(see attached)
AMENDMENT NO. 1
(to Administration and Oversight Agreement)
This Amendment No. 1 (this "Amendment"), dated as of , 2016 (the
"Effective Date"), is entered into by and among the Successor Agency to the Seal Beach
Redevelopment Agency (the "Successor Agency"), as successor to the former Seal Beach
Redevelopment Agency (the "Former Agency"), the City of Seal Beach, a municipal
corporation duly existing under the laws of the State of California (the "City"), Seal Beach
Shores, Inc., a California nonprofit public benefit corporation ("SBS" or "Borrower"), as the
successor-in-interest to LINC Community Development Corporation, a California nonprofit
public benefit corporation ("LINC") and CivicStone, Inc., a California Corporation
("CivicStone"), as successor Oversight Agent and Program Administrator.
This Amendment amends and supplements the Administration and Oversight Agreement,
dated as of December 1, 2000 (the "Original Agreement"), by and among the Former Agency,
LINC and Rosenow Spevacek Group Inc. ("RSG"), as former Oversight Agent and Program
Administrator. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to them in the Original Agreement.
RECITALS
A. The Former Agency was a redevelopment agency duly formed pursuant to the
Community Redevelopment Law, set forth in Part 1 of Division 24 of the California Health and
Safety Code ("HSC").
B. Pursuant to AB Xl 26 (enacted in June 2011) and the California Supreme Court's
decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th
231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was
constituted as the successor entity to the Former Agency, and an Oversight Board of the
Successor Agency(the "Oversight Board") was established.
C. AB X1 26 added Part 1.8 (commencing with Section 34161) and Part 1.85
(commencing with Section 34170) to Division 24 of the HSC. Such Parts 1.8 and 1.85,
including amendments and supplements enacted after AB X1 26, are referred to herein as the
"Dissolution Act."
D. Before the Former Agency's dissolution, the Former Agency entered into the
Original Agreement in connection with the issuance of the Former Agency's Mobile Home Park
Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") and the
related execution and delivery of the Indenture of Trust, dated as of December 1, 2000 (the
"Indenture"),by an between the Former Agency and Union Bank of California, N.A., as trustee.
E. A portion of the Bonds remains outstanding; and the Bonds, the Indenture and the
Original Agreement (as amended by this Amendment) continue to be enforceable obligations of
the Successor Agency.
F. RSG resigned from its positions as the Oversight Agent and the Program
Administrator.
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G. The Parties are executing this Amendment to provide for CivicStone's assumption
of the roles of Oversight Agent and Program Administrator.
H. Pursuant to the Indenture (as set forth in the definition of "Oversight Agent" in
Section 1.1 thereof), so long as the Bonds remain outstanding, the appointment of any successor
Oversight Agent is subject to the consent of ACA, which consent has been obtained and is
attached hereto as Exhibit A.
I. The Oversight Board adopted Resolution No. (the "Oversight Board
Resolution"), approving the Successor Agency's execution and delivery of this Amendment; and
the Oversight Board Resolution became effective upon the State Department of Finance's
[approval][deemed approval] pursuant to the Dissolution Act.
THE PARTIES, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES AND AGREEMENTS HEREIN CONTAINED DO AGREE AS FOLLOWS:
1. Administration Agreement to Remain in Effect Except as Amended Hereby.
Except as expressly modified by this Amendment, the Original Agreement shall remain
unmodified and in full force and effect in accordance with its terms. The Original Agreement, as
amended by this Amendment, shall be hereinafter referred to as the "Administration
Agreement."
2. Appointment and Acceptance by CivicStone of its Duties as Program
Administrator and Oversight Agent.
(a) The Successor Agency and SBS, as the Borrower, hereby confirm and
agree to the appointment of CivicStone as the successor Program Administrator and Oversight
Agent.
(b) CivicStone hereby accepts such appointment, and agrees to perform the
duties of the Program Administrator and Oversight Agent as set forth in the Original Agreement,
and accepts the terms of the Original Agreement (except, it is clarified that: (i) Section 5.4 shall
be amended as provided below and (ii) Section 2.3 of the Original Agreement contains
representations by RSG and not CivicStone, and CivicStone's representation is set forth below in
this Amendment).
(c) It is hereby clarified and affirmed by the Parties that the annual
Administration Fee at [October] 2016 is $8,319.21, calculated in accordance with the definition
of "Administration Fee" set forth in the Indenture, and further described in Exhibit B hereto.
CivicS tone shall submit invoices for its work under the Administration Agreement to the Trustee
in amounts not exceeding the Administration Fee (as adjusted pursuant to such definition),
except as may be accepted in writing by the Executive Director of the Successor Agency and an
authorized representative of the Borrower (with a copy of such acceptance furnished to the
Trustee).
3. Representations of CivicStone. CivicStone makes the following
representations, warranties and acknowledgments:
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(a) It is a corporation duly organized, validly existing and in good standing
under the laws of the State of California and has the power and authority to carry on its business
as now being conducted.
(b) It has the power to execute and deliver this Amendment and to carry out
the transactions on its part contemplated in the Administration Agreement; and it has duly
authorized the execution and delivery of this Amendment and its performance under the
Administration Agreement.
(c) It is independent from and not under the control of the Borrower, does not
have any substantial interest, direct or indirect, in the Borrower, and is not an officer or
employee of the Borrower.
(d) CivicStone is entering into the Administration Agreement as an
independent contractor to the Successor Agency. Neither CivicStone nor any of its staff are the
employees of the Successor Agency. The Successor Agency has no control over the conduct of
CivicStone, in its capacity as the Program Administrator and Oversight Agent, except in
accordance with the provisions of the Administration Agreement, the Indenture, the Loan
Agreement, the Regulatory Agreement, the Agency Grant Agreement (as amended and restated
in August 2005), and the Agency Regulatory Agreement pertaining to the duties of the Program
Administrator and Oversight Agent.
(e) It has received copies each of the Administration Agreement, the
Indenture, the Loan Agreement, the Regulatory Agreement, the Agency Grant Agreement (as
amended and restated in August 2005), and the Agency Regulatory Agreement (as amended in
August 2005) and it is familiar with the terms and conditions thereof and is qualified to perform
its duties as the Program Administrator and Oversight Agent pursuant to the terms thereof.
(f) It has received from the Borrower copies of the Articles of Incorporation,
Bylaws and Declaration of Conditions, Covenants and Restrictions, which the Borrower has
represented are current operating documents of SBS as of the date of this Amendment.
4. Amendment to Section 5.4 of the Original Agreement. The last sentence of
Section 5.4 of the Original Agreement is hereby replaced in its entirety with the following: The
Notice Address of the Program Administrator and Oversight Agent is: 4195 Chino Hills
Parkway#267, Chino Hills, CA 91709; Attention: Monique Eliason.
5. Certain Clarifications Regarding Annual Certifications and Files.
(a) With respect to the income certification and the annual report required to
be filed by the Borrower under the Regulatory Agreement, the filing of such certification and
reports to the Program Administrator and Oversight Agent shall be deemed to be a transmission
to the Successor Agency at the same time, and the Borrower shall not be required to make a
duplicate transmission to the Successor Agency.
(b) The transmission to the Program Administrator and Oversight Agent of
file information regarding any Residential Household at the Successor Agency's request shall be
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deemed to be a transmission to the Successor Agency at the same time, and the Borrower shall
not be required to make a duplicate transmission to the Successor Agency.
(c) To the extent that the Program Administrator and the Oversight Agent
prepares and submit to the Successor Agency quarterly or annual continuing program
compliance summary reports required by the Regulatory Agreement or the Agency Regulatory
Agreement, the Borrower shall be furnished with a copy of each such report.
(d) The Program Administrator and Oversight Agent shall retain all files,
books and records received by it in connection with its performance as the Program
Administrator and Oversight Agent in good order and shall make such files, books and records
available to the Successor Agency for inspection at any time during business hours upon the
Successor Agency's request.
(e) Upon the Borrower's request, the Program Administrator and Oversight
Agent shall furnish to the Borrower copies of any certification or filings previously transmitted
by the Borrower; provided, that the Borrower shall reimburse the Program Administrator and
Oversight Agent for costs relating to such copies.
(f) Upon the Successor Agency's or Program Administrator and Oversight
Agent's request, the Borrower shall furnish to the requesting party duplicate copies of any
certification or filings, including without limitation, Household files previously transmitted by
the Borrower, provided, that the requesting party shall reimburse the Borrower for costs relating
to such copies.
6. Execution in Counterparts. This Amendment may be executed in counterparts,
and all such executed counterparts shall constitute the same instrument. It shall be necessary to
account for only one set of such counterparts in proving this Amendment.
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IN WITNESS THEREOF, the Parties have caused this Amendment to be executed by
their duly authorized representatives as of the Effective Date indicated above.
SUCCESSOR AGENCY TO THE SEAL
BEACH AGENCY Attest:
B y:
Executive Director Secretary
CITY OF SEAL BEACH
Attest:
B y:
Mayor City Clerk
SEAL BEACH SHORES,INC.,
a California nonprofit public benefit
corporation
By:
[Title]
B y:
[Title]
CIVICSTONE,INC.
a California corporation
By:
[Title]
By:
[Title]
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EXHIBIT A
Consent of ACA to Appointment of Successor Oversight Agent
12805-0005 1 1989566v6.doc
EXHIBIT B
Administration Fee as of[October] 2016
The Indenture provides: "Administration Fee" means an amount equal to $500 per month such
amount to be increased annually on December 15, commencing December 15, 2001, to reflect
90% of any increase in the Consumer Price Index All Urban Consumers for the California
CMSA in which the Redevelopment Agency of the City of Seal Beach is located (base year
1982-1984 = 100), published by the United States Department of Labor, Bureau of Labor
Statistics ("BLS"). If the base is changed, the CPI used shall be converted according to the
conversion factor provided by the BLS.
Annual
CPI -All Urban Administration Fee
Consumers(LA- ((90% x CPI Increase Administration Fee Administration
Base CPI by % x Annual per Quarter Fee per Month
Date/Adjustor Riverside-OC Increase Administration Fee (Annual
Area)(Base (Annual
ent Date Period 1982- by % for Prior Year)+ Administration Fee Administration
84=100)* Annual +4) Fee+12)
Administration Fee
for Prior Year)
12/15/2000 171.600 -- $6,000.00 $1,500.00 $500.00
12/15/2001 177.300 3.32% $6,179.37 $1,544.84 $514.95
12/15/2002 182.200 2.76% $6,333.07 $1,583.27 $527.76
12/15/2003 187.000 2.63% $6,483.23 $1,620.81 $540.27
12/15/2004 193.200 3.32% $6,676.69 $1,669.17 $556.39
12/15/2005 201.800 4.45% $6,944.17 $1,736.04 $578.68
12/15/2006 210.400 4.26% $7,210.51 $1,802.63 $600.88
12/15/2007 217.338 3.30% $7,424.50 $1,856.13 $618.71
12/15/2008 225.008 3.53% $7,660.32 $1,915.08 $638.36
12/15/2009 223.219 -0.80% $7,660.32t $1,915.08 $638.36
12/15/2010 225.894 1.20% $7,742.94 $1,935.73 $645.24
12/15/2011 231.928 2.67% $7,929.08 $1,982.27 $660.76
12/15/2012 236.648 2.04% $8,074.31 $2,018.58 $672.86
12/15/2013 239.207 1.08% $8,152.89 $2,038.22 $679.41
12/15/2014 242.434 1.35% $8,251.88 $2,062.97 $687.66
12/15/2015 244.632 0.91% $8,319.21 $2,079.80 $693.27
* Data per U.S.Department of Labor,Bureau of Labor Statistics,website(http://data.bls.xov/cxi-bin/surveymost?cu),as of
August 23,2016.
t No change from prior year because of decrease in CPI.
12805-000511989566v6.doc
Resolution Number 6694
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Robin L. Roberts, City Clerk to the City of Seal Beach, do hereby certify that
the foregoing resolution is the original copy of Resolution Number 6694 on file
in the office of the City Clerk of the City of Seal Beach, passed, approved, and
adopted by the City Council of the City of Seal Beach at a regular meeting held
on the 24th day of October , 2016.
Robin L. Roberts, City Clerk