HomeMy WebLinkAboutSA Res SA16-03 2016-10-24 RESOLUTION NUMBER 5116-03
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE SEAL BEACH
REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION
AND DELIVERY OF AMENDMENT NO. 1 TO ADMINISTRATION
AND OVERSIGHT AGREEMENT TO APPOINT A SUCCESSOR
OVERSIGHT AGENT AND PROGRAM ADMINISTRATOR, 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. 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.
E. 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
the meanings ascribed to them in the Oversight Agent Agreement, or if not in the
Oversight Agent Agreement, the Indenture.
F. 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.
G. 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.
H. RSG has given notice of its resignation from the positions of the
Oversight Agent and the Program Administrator.
I. 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.
("CivicStone") as the successor Oversight Agent and the Program Administrator.
J. Pursuant to the Indenture, the periodic fee due to the Oversight
Agent and the Program Administrator, in the form of the "Administration Fee," is
paid by the Trustee with moneys deposited with the Trustee by the Borrower.
Resolution Number SA16-03
K. The appointment of a successor Oversight Agent and Program
Administrator is necessary and required under the Indenture.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY,
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. Amendment No. 1 to Oversight Agent Agreement, in the
form attached hereto as Exhibit A, is hereby approved.
Section 3. This Board hereby requests the Oversight Board to approve
the Successor Agency's execution and delivery of Amendment No. 1 to
Oversight Agent Agreement. The Successor Agency Board Secretary is hereby
directed to transmit this Resolution to the Oversight Board for consideration at
the earliest possible date.
Section 4. Each of the Chair, the Vice Chair and the Executive Director
(each, an "Authorized Officer"), acting individually, is hereby authorized to
execute and deliver, for and in the name of the Successor Agency, Amendment
No. 1 to Oversight Agent Agreement, in substantially the form attached hereto as
Exhibit A, with such changes therein as the Authorized Officer executing the
same may approve (such approval to be conclusively evidenced by the
Authorized Officer's execution and delivery thereof); provided that such execution
and delivery shall occur after the effectiveness (pursuant to HSC Section
34179(h) of the Dissolution Act) of the Oversight Board's resolution approving the
Successor Agency's execution and delivery of Amendment No. 1 to Oversight
Agent Agreement.
Section 5. The Authorized Officers and all other officers of the
Successor Agency are hereby authorized, jointly and severally, to do all things
which they may deem necessary or proper to effectuate the purposes of this
Resolution, and the Oversight Agent Agreement, as amended by Amendment
No. 1 to Oversight Agent Agreement.
PASSED, APPROVED and ADOPTED by the Successor Agency to the Seal
Beach Redevelopment Agency at a regular meeting held on the 24th day of
October, 2016 by the following vote:
AYES: Board Members: Massa-Lavitt, Varipapa, Sloan, Miller
NOES: Board Members: None
ABSENT: Board Members: Deaton
ABSTAIN: Board Members: None
/11-2/),/tdin'A(iTin
Chair
ATTEST:
AN?'P tJ yc6i�J till
Secretary
T7nER c$
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Resolution Number SA16-03
EXHIBIT A
AMENDMENT NO. 1 TO OVERSIGHT AGENT AGREEMENT
(in substantial final form)
(see attached)
1
A\IENDMIENT NO. I
(to Administration and Oversight Agreement)
This Amendment No. 1 (this "Amendment"), dated as of May 1, 2017 (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 Rosenomv 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 Pan i of Division 24 of the California Health and
Safety Code (`HSC ).
B.
Pursuant to AB XI 26 (enacted in June 201 1) and the California Supreme Court's
decision in Calijbntia Redevelopment Association, el al. v. Ana :Vfarasru'tos. at 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 XI 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 185.
including amendments and supplements enacted after AB Xl 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 I. 2000 (the
"Indenture"), by an between the Former Agency and Union Bank of California. N.A.. as trustee.
F. 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 ks 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.
Pi. 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 is attached hereto as Exhibit A.
I. The Oversight Board adopted Resolution No. I6-03, on November 17. 2016 (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 by letter dated January 6. 2017_ pursuant to the Dissolution Act.
THE PARTIES, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES AND AGREEMENTS HEREIN CONTAINED DO AGREE AS FOLLOWS:
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 "
: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
A gent.
(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 (iii Section 23 of the Original Agreement contains
representations by RSG and not CivicStone, and CivicStonejs 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 58.319.21. calculated in accordance with the definition of
"Administration Fee" set forth in the Indenture. and further described in Exhibit B hereto.
CivicStone 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').
Representations of CivicStone. CivicStone makes the following
representations. warranties and acknowledgments:
sos•J q; dj,,.
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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 cony out
the transactions on its parr contemplated in the Administration Agreement and it has duly
authorized the execution and delivery of this Amendment and its performance under the
Administration Agreement.
111 ) 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) Civiestone 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 las
amended and restated in August 2005). and the Agency Regulatory Agreement as amended in
August 2006) and it is familiar with the terms and conditions thereof and is qualified to perform
its dories as the Program Administrator and Oversight Agent pursuant to the terms thereof
l 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.Section 5.4 of th mOenrdment to Section 5.4 of the Original :agreement. The last sentence of
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 L-liason.
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 tiling 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
tile information regarding any Residential Household at the Successor Agency's request shall be
deemed to be a transmission to the Successor Agency at the same time. and the Borrower shall
nut 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.
(t) 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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TN WITNESS THEREOF, the Parties have caused this .ARdtudment to be executed by
their duly authorized representatives as of the Effective Date indicatel above.
SUCCESSOR AGENCY TO THE SEAL
Ii:LACH AGENCY Attest:
R. _4W__ "
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trtyram, P,xceuti, NinaLor (c).171L.
CITY OF SEAL. BEACH
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EXHIBIT A
Consent of ACA to Appointment of Successor Oversight Agent
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1
FIttanCiai Guaranty c orpore;ors
Y_020 ♦ 14
:212 aeaCi
April 27. 2017
Successor Agency to the Redevelopment
Agency of The City or Seal Beach
211 Eighth Street
Sea: Beach. CA 40740
Ladies and Gentlemen:
Reference is made to that certain Bond Insurance Polio. No. A1200-40. tyith an Effective Date of
December 2t. 3000_ pursuant to which ACA Financial Guaranty Corporation ("ACA- ) insures that
portion which shall be Due for Payment hut shall be unpaid by reason of Nonpayment of the principal of
and interest on the Niobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project: Series
2000A in the original principal amount of 56.750.000 the "Bonds') that the Redevelopment Agency of
Me City of Seal Beach (the -Agency-) issued pursuant to. among other things. that certain Indenture of
Trust, dated as or December I. 2000. by and between the Agency and Union Bank of-California. as trustee
(the "Trustee ), Capitalized. undefined terms used herein shall have the meanings ascribed to them in the
Indenture.
By letter, dated October 17. 2016 the "Request"). the Successor Agency to the Redevelopment
Agency of the City of Seal Beach (the "Successor Agency-L b). and through its counsel_ (.c) advised
ACA that Rosenow Spevacek Group. Inc. has notified the Successor Agency of its intention to resign as
the Oversight Agent and the Program Administrator: and (y) pursuant to Section 1.1 of the Indenture.
requested ALA to consent to the Successor Agency's appointment of CivicStone Inc. as the replacement
Oversight Agent and the Program AdMinistrator.Administrator. Section I.I ofthe Indenture provides in pan that
`Oversight Agent- shall mean Rosenett Spevacek Group. Inc. and any
successor thereto appointed by the Issuer subject to the consent of ACA
(such consent not to be unreasonably withheld). which entity shall also act
as the initial Oversight Agent under the Administration Agreement.
A cop) of the Request is attached hereto as Exhibit a and incorporated herein by reference.
Subject to the terms and conditions set forth herein. ACA hereby consents to the Successor
Auence s appointment or CivicStone Inc. as the replacement Oversight Agent and the Program
Administrator solely (or a period of time beuinning as of the date hereof and ending on the first
anniversary of the date hereof': and thereafter. ALA may extend. modify or withdratt its consent.
Nurwant to AB NI 26 (enacted in Juno 2011 r and the Ca!Ifornia Supreme Court's decision in t'c,/,fhr'uor ReJe re/upo;tnu
.:esorh aiun, et at r. .Ono :IlcuusantOA el cll.. 53 t'al. 111723/ COI 1 t. the .Agenc■ was dissolved as of February I. 2013.the
Successor Agency"as constituted as the successor entity to the Agency.
The Successor Agency to The Redevelopment April 77. 2017
Ascncv of the City of Seal Beach
Page 2
This letter and the consent set forth herein (the "Consent") shall be effective as of the date hereof
(the "Effective Date') provided that on or before April 28, 2017_ the Successor Agency shall deliver to
ACA via electronic mail a copy of this Consent countersigned by an authorized signatory of the Successor
Agency. lithe Successor Agency fail to return this Consent within the time period specified above. the
Consent shall immediately and automatically. without any further action required by ACA or any other
party. have no force or effect.
In deciding to grant the Consent. ACA has relied on. among other things. the statements.
representations, information or other material provided he or on behalf of the Successor Agency or any
other party in support of the Request (together, the "Representations"). ACA is not making any
representation regarding the truth. accuracy. completeness or validity of the Representations.
Furthermore ACA reserves any and all or its rights. remedies defenses and counter-claims-pursuant to the
indenture and ami other document executed in connection with the issuance or administration of the
Bonds (together with the Indenture. the 'Bond Documents'') or as otherwise available at law or equity
(together. the "Rights and Remedies.) including. svithout limitation. those Rights and Remedies that are
available in the event ACA is made aware of additional facts or it is determined that the Representations
are inaccurate. incomplete or misleading.
Except as expressly set tbnh herein. the Bond Documents. and all of ACA's rights and remedies
thereunder. remain unmodified and in full force and effect. are hereby ratified and confirmed and the
Successor Agency shall continue to comply with all of their oblig ations. covenants. representations and
warranties thereunder strictly in accordance with the terms thereof. Except as expressly set forth herein.
the Successor Agency acknowledges and agrees that, notwithstanding any communications. course of
conduct. or reliance. ACA is not. and shall not be deemed to be. obligated or committed in any manner or
to any extent to any agreement to extend. modify. amend. or waive any of the terms of this Consent or any
of the Bond Documents, or to waive or forbear from enforcing any rights. powers. privileges_ remedies or
defenses tinder the Bond Documents or as otherwise available at law or equity.
Hie Successor Agency further represents and warrants that the Bond Documents are in full force
and effect and have rot been amended. modi fled. terminated. rescinded or revoked in whole or in pan
since the date of their initial adoption other than as previously consented to by ACA. This Consent
constitutes a valid and binding obligation of the Successor Agency and is enforceable against the
Successor Agency in accordance with its teams. provisions. covenants and conditions.
This Consent shall be applicable on I to the matters stated herein_ and this Consent shall be so
bnited and shall not he deemed to extend to any other matter nor impair or liniit any right consequent
thereon, ACA provides this Consent for its own benefit and in its own interest, and the Successor Agency
is solely responsible for obtaining such other consents. waivers. approvals or taking of such of other
actions. if any. as may he required in connection with the matters discussed herein, Consent speaks
only as of the date hereof and ACA has no obligation to update this Consent should circumstances change
thereafter. '[his Consent is intended for use in connection siith the Request and shall not to be relied upon
for any weber purpose.
The Successor Agency to The Redevelopment April 27. 20i
Agency of the City of Seal Beach
Page 3
The Successor Agency hereby unconditionally and irrevocably releases. discharges and acquits
ACA and its officers. directors, successors,assigns. parent. subsidiaries. employees, affiliates,
representatives. servants and counsel (each. an "AC\ Party") from and against any and all claims.
demands. causes or action. suits, debts. sums of money. accounts. covenants. contracts. controversies.
agreements. promises. variances. damages.expenses and liabilities. known or unknown. at law or in
equity and irrevocably waives and relinquishes any and all known rights of setoff. counterclaim's and
defenses contingent or absolute, liquidated or unliquidated or otherwise arising from or related to any act.
or omission of any ACA Party that has occurred on or before the date hereof. irrespective of whether such
claims arise out of contract. tort. violation of laws or regulations or otherwise. which the Successor
Agency ever had or now has against any'ACA Party for. upon or by reason of any matter. cause
whatsoever from the beginning of the world to and including through the date hereof arising out of. in
connection with. or related to this Consent or any notices. conversations. negotiations. disputes or
litigation regarding this Consent. Notwithstanding the foregoing. nothing contained herein shall be
construed to release any person with respect to any unlawful conduct or willful misconduct.
The Successor Agency shall indemnify ACA and its officers-. directors. successors. assigns. parent.
subsidiaries, employees, affiliates. representatives. servants and counsel (each an ''Indemnitee''), against.
and hold each Indcmnitee harmless from. any and all losses. claims_ damages. liabilities and expenses
reasonably related thereto. including reasonable fees, charges and disbursements ofime firm of outside
counsel for Indemnitees. incurred by or asserted against any Indcmnitee arising out of in connection kith.
or as a result of(i) the preparation. execution. deliver'and administration of this Consent or any other
agreement or instrument contemplated hereby or (ii) any actual or prospective claim. litigation.
investigation or proceeding relating to any of the foregoing, whether based on contract. tort or any other
theory and regardless of whether any Indcmnitee is a party thereto (and regardless of svhether such matter
is initiated by the Successor Agency or any other Person).provided. however%; that each Indcmnitee
remains liable for its own gross negligence or willful misconduct.
This Consent shall be governed by. and construed and interpreted in accordance with, the laws of
the State of New York without regard to any conflicts of laws rules.
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The Successor Aeency to The Redevelopment April 77. 2017
Agency of the City of Sea! Beach
Page 4
Please indicate your acceptance and ae reement with the terms and conditions hereof by executing
this Consent as provided below and returning the executed sianature pates to my attention at the address
set forth above.
Very truly yours.
ACA FINANCIAL GUARANTY CORPORATION
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re--741e
1 e
fay:
Name: Maria Cheng
Title: Managing Director
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ACCEPTED AND AGREED TO BY:
[HE SUCCESSOR AGENCY to
THE REDEVLOPEMENT AGENCY OF THE. CITY OF SEAL BEACH
Icy: A ! AMA _ m
Namt:_ 1
Title: L�� t �L'IU-{-
1
EXHIBIT B
Administration Fee as of October 2016
The indenture provides: --Administration Fee- means an amount equal to 5500 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
I 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.
----- 1 – ---"� Annual 1 -------
CPL -All Urban Administration Fee
Consumers (LA.
CPI ((90% x CPI Increase Administration Fee I .Administration
Rase CI I by '%x Annual per Quarter 1 Fee per ■Iouth
Riverside-0C
Date/Ad,justm Area) (Basc Increase :Administration.Fee (Annual (Annual
ent Date by % for Prior }'car)* Administration Fee Administration
Period 1982-
1 84=100)" Annual =4) Fee+ 12)
Administration Fce
for Prior Year)
H 21157'00 171.600____ $6.1700.00 S1,500 00 557/.00
1221 5/2001 177.300 3.31 0,, 56.170.37 Sl;544.84 514.95
112:1 512002 I5".'.700 2.76% l 56.335.10 51.583.27 5527 76
12/15'200 187.000 7.63% 56.483.2 51.620,81 554(1.27
1 171!12004 193.200 3.32% 56.676.69 51.669.17 _ n. “;
In 51200S 201.801) 41459„ 56.944.17 $I.7364)4 5578`-6$
t _
12/i 5/2006 210.400 4.26% S7_2210.51 51,802.63 SoilOfi?
12:15/2007 217.338 5.30% 57,424,50 51,856.13 561S_7.1
1 12/15/2005 225.005 .53".-o 5'1.(5(50.;2 SI 15.05 5635.;4(r .i
?,i,i'010 --'_2, $95. �_- I Crl'.0�� 5_ 66r(. t tiL913.0$ 5,6M.;.7,6
I
l5/_009 r 19 1) 8020
..-- -------4444 -- — ---
1 12_,15/2011 231.925 j 2.67"-L 57,929.05 I� 51.952 27 5660.76
i 12115;2012 216.646 2M4'..0 5S,074 21 52.0 18.58 567286
1215/2013 259.20 I OA"/,-1 55.152 50 52.038.22 5670.41 l
.4.
1215:2014 �4224,434 5.5"/o 53251,88 I 52.062.97 i C6S7 66
—._
12;15"2015 II 24-.632 71"'0 I SR.319.?I 5 1.079,80 5692.27
"
Data Inv U S. Dep' nnenf N'Lnbor. bungs al Labor Snvr.lics. meb n:(NIP.'Alta b1,-v.m:-; 1:,.,iq'vevu -, a rl,IS ur
AOILU81 2. 2010.
t No Chang: from prior near beeuu>c or decrease in Cpl.
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Exhibit A
SCOPE OF SERVICES & FEE SCHEDULE
Summary
Aside from its duties as Program Administrator and Oversight Agent for the Regulatory
Agreement and Declaration of Restrictive Covenants, CivicStone will perform any and
all other related work as requested by City Staff.
Additionally, CivicStone will conduct a thorough analysis of the documents related to
Program Administration & Oversight Agent including: the Regulatory Agreement and
Declaration of Restrictive Covenants, the Amendment of Regulatory Agreement,, the
Administration and Oversight Agreement, the Indenture of Trust, and the Amended and
Restated Loan and Grant Agreement and create a comprehensive compliance matrix to
ensure future regulatory compliance. All current areas of non-compliance will be
identified with an action plan to bring them back into compliance, including but not
limited to:
File repair: CivicStone will compile documentation from Seal Beach Shores
Mobile Home Park, J&H Asset Property Mgmt., RSG, The Loftin Firm as well as
contact individual residents to complete and maintain a set of master files.
Where documents are missing or unavailable, current compliance documents will
be included to verify eligibility. Additionally, CivicStone will maintain
comprehensive files on all Qualified Spaces from the date of this City Contract
forward.
Update non-compliant leases & forms: CivicStone will work closely with Seal
Beach Shores Mobile Home Park and appropriate legal counsel to fix lease
Agreements and replace the existing Agreements with corrected ones; or have
Addenda created to remove the Regulatory Agreement conflicts.
"Ramp-Up" Funds: CivicStone will investigate the source of the funds as well as the
purpose for the distribution to selected residents of Seal Beach Shores Mobile Home
Park.
Policies & Procedures Manual: CivicStone will create an extensive Policy &
Procedures Manual that will identify the specific duties and responsibilities of each entity
involved in this Regulatory Agreement; the milestones and deadlines; action items;
provide check lists and applicable forms and Exhibits.
Seal Beach Mobile Home Park Revenue Bond Database: CivicStone will design and
populate a custom database to monitor the data and regulation compliance. CivicStone
will process and historically record all Qualified Spaces and provide the needed reports
to the City as well as all appropriate parties in the Regulatory Agreement.
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Fee Schedule
An estimation of hours required to resolve the non-compliant areas has been factored
into this Scope of Work for budgetary purposes. We anticipate this Scope of Work for
the City of Seal Beach to rest under $20,000 for the first 12 month period. However,
often non-compliant issues are easy to diagnose, but the depth and breadth of the
underlying problems and needed actions to resolve those problems are unknown until
work commences and uncovers the ease or complexity. Consequently, CivicStone's
recommended actions in these area will be billed on an hourly basis with frequent
reviews by the City of Seal Beach. The billing rates are as follows:
Adam Eliason CEO: $120 per hour
Monique Eliason Project Coordinator: $95 per hour
Administration Specialist: $50 per hour
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Resolution Number SA16-03
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Robin L. Roberts, Secretary of the Successor Agency to the Seal Beach
Redevelopment Agency, do hereby certify that the foregoing resolution is the
original copy of Resolution Number SA16-03 on file in the office of the City Clerk
of the City of Seal Beach, passed, approved, and adopted by the Successor
Agency to the Seal Beach Redevelopment Agency at a regular meeting held on
the 24th day of October, 2016.
k ,.r .1 ,.I1
Secretary
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