HomeMy WebLinkAboutSA Res SA18-03 2018-09-10 RESOLUTION NUMBER SA18-03
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT
AGENCY APPROVING AMENDMENT NO. 2 TO ADMINISTRATION
AND OVERSIGHT AGREEMENT TO APPOINT A SUCCESSOR
OVERSIGHT AGENT AND PROGRAM ADMINISTRATOR,
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AND
DELIVER AMENDMENT NO. 2, 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,
and the Successor Agency was constituted as the successor entity to the Former
Agency.
C. Before dissolution, the Former Agency issued its Mobile Home Park
Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds")
and executed and delivered the related Indenture of Trust, dated as of December 1 ,
2000 (the "Indenture"), by and between the Former Agency and Union Bank of
California, N.A., as trustee.
D. In connection with such financing, the Former Agency executed various
related documents, including 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 (the "Oversight
Agent") thereunder.
E. Seal Beach Shores, Inc. ("SBS"), is the successor-in-interest to LINC, as
the Borrower under the Indenture, the Oversight Agent Agreement and other related
documents.
F. A portion of the Bonds remains outstanding; and the Bonds, the Indenture
and the Oversight Agent Agreement, as amended, continue to be enforceable
obligations of the Successor Agency.
G. The Oversight Agent Agreement has been amended by an Amendment
No. 1 , dated as of May 1 , 2017, by and among the Successor Agency, the City of Seal
Beach, SBS, and CivicStone, Inc. ("CivicStone"), which amendment provided for the
Resolution Number SA18-03
appointment of CivicStone as the successor Oversight Agent upon the resignation of
RSG, the initial Oversight Agent.
H. Pursuant to the Indenture, the appointment of any successor Oversight
Agent is subject to the written consent of ACA Financial Guaranty Corporation ("ACA"),
the provider of a bond insurance policy with respect to the scheduled principal and
interest payments of the Bonds.
I. ACA's consent with respect to CivicStone's appointment was limited to a
one-year duration.
J. There has been presented an Amendment No. 2 to the Oversight Agent
Agreement ("Amendment No. 2 to Oversight Agent Agreement"), which provides for
the appointment of Wolf & Co. ("Wolf"), as the new successor Oversight Agent.
K. In light of ACA's familiarity with Wolf on other projects and at the
Successor Agency's request, ACA has given its consent to Wolf's appointment without
any limit to the duration.
L. The appointment of a new successor Oversight Agent is required under
the Indenture and, as such, the Successor Agency's execution and delivery of
Amendment No. 2 to Oversight Agent Agreement will reduce liability of the Successor
Agency.
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. 2 to Oversight Agent Agreement, in the form
attached hereto as Attachment 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. 2 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. The Executive Director is hereby authorized to execute and deliver,
for and in the name of the Successor Agency, Amendment No. 2 to Oversight Agent
Agreement, in substantially the form attached hereto as Attachment A, with such
changes therein as the Executive Director executing the same may approve (such
approval to be conclusively evidenced by the Executive Director's 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 resolution of the Oversight
Board of the Successor Agency approving the Successor Agency's execution and
delivery of Amendment No. 2 to Oversight Agent Agreement.
Resolution Number SA18-03
Section 5. The Executive Director 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.
PASSED, APPROVED and ADOPTED by the Successor Agency to the Seal Beach
Redevelopment Agency at a regular meeting held on the 10th day of September, 2018
by the following vote:
AYES: Board Members: Varipapa, Deaton, Massa-Lavitt, Moore, Sustarsic
NOES: Board Members: None
ABSENT: Board Members: None
ABSTAIN: Board Members: None
Mike Varipapa, Chair
ATTEST:
, .
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Robin L. Roberts, Secretary''.,-7*\`r..9
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Resolution Number SA18-03
ATTACHMENT A
AMENDMENT NO. 2 TO OVERSIGHT AGENT AGREEMENT
(in substantial final form)
(see attached)
AMENDMENT NO. 2
(to Administration and Oversight Agreement)
This Amendment No. 2 (this "Amendment"), dated as of , 2018 (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 Wolf& Company Inc., a California Corporation ("Wolf'), as successor Oversight
Agent and Program Administrator.
This Amendment No. 2 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., as Oversight Agent and Program
Administrator, as amended and supplemented by Amendment No. 1, dated as of May 1, 2017
("Amendment No. 1," and together with the Original Agreement, the "First Amended
Agreement"), by and among the Successor Agency, SBS and CivicStone, Inc., as successor
Oversight Agent and Program Administrator. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the First Amended 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 XI 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. 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.
D. A portion of the Bonds remains outstanding; and the Bonds, the Indenture and the
Original Agreement (as amended and supplemented by Amendment No. 1 and this Amendment
No. 2) continue to be enforceable obligations of the Successor Agency.
E. The Parties are executing this Amendment No. 2 to provide for Wolf's
assumption of the roles of Oversight Agent and Program Administrator.
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12805-0005\2211846v3.doc RWG DRAFT: 8/28/2018
F. 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.
G. The Oversight Board adopted Resolution No. , on , 2018
(the "Oversight Board Resolution"), approving the Successor Agency's execution and delivery
of this Amendment No. 2; and the Oversight Board Resolution became effective upon the State
Department of Finance's approval by letter dated , 2018, 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 No. 2, the First Amended Agreement shall
remain unmodified and in full force and effect in accordance with its terms. The First Amended
Agreement, as amended by this Amendment No. 2, shall be hereinafter referred to as the
"Administration Agreement." Pursuant to Article IV of the Original Agreement, subject to
Sections 4.2 and 4.3 thereof, the Administration Agreement, as amended, shall remain in full
force and effect for the term of the Regulatory Agreement.
2. Appointment and Acceptance by Wolf 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 Wolf as the successor Program Administrator and Oversight Agent.
(b) Wolf hereby accepts such appointment, and agrees to perform the duties of
the Program Administrator and Oversight Agent as set forth in the Administration Agreement,
and accepts the terms of the Administration 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 Wolf, and Wolf's representation is set forth below in this
Amendment No. 2).
(c) Wolf agrees that, notwithstanding the definition of"Administration Fee"
set forth in the Indenture, beginning on the effective date of this Amendment No. 2, Wolf will
charge an annual Administration Fee of$6,500, subject to any adjustment as set forth below.
During any given year, upon written approval of the Executive Director of the Successor Agency
and the President of the Borrower's Board of Directors, the annual Administration Fee to be
charged by Wolf may be adjusted as of December 15 of such year to reflect 90 percent of any
increase in the Consumer Price Index All Urban Consumers for the California CMSA in which
the Successor Agency is located from the December 15 of the prior year,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.
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12805-0005 122
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12805-000512211846v3.doc
3. Representations of Wolf. Wolf makes the following representations, warranties
and acknowledgments:
(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 No. 2 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 No. 2 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) Wolf is executing this Amendment No. 2 and assuming the role of
Program Administrator and Oversight Agent thereunder as an independent contractor to the
Successor Agency. Neither Wolf nor any of its staff are the employees of the Successor Agency.
The Successor Agency has no control over the conduct of Wolf, 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 (as amended in August 2005) pertaining to the duties of the Program Administrator
and Oversight Agent.
(e) It has received copies of the First Amended 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 No. 2.
4. Amendment to Section 5.4 of the First Amended Agreement. The last sentence
of Section 5.4 of the First Amended Agreement is hereby replaced in its entirety with the
following: The Notice Address of the Program Administrator and Oversight Agent is: 241 S.
Figueroa Street, Suite 100, Los Angeles, CA 90012; Attention: Wesley R. Wolf
5. Execution in Counterparts. This Amendment No. 2 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 No. 2.
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12805-0005 1.2
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1 2805-0005\221 1 84 6 v 3.do c
IN WITNESS THEREOF, the Parties have caused this Amendment No. 2 to be executed
by their duly authorized representatives as of the Effective Date indicated above.
SUCCESSOR AGENCY TO THE SEAL
BEACH AGENCY Attest:
By:
Jill R. Ingram, Executive Director Secretary
CITY OF SEAL BEACH
Attest:
By:
Mike Varipapa, Mayor City Clerk
SEAL BEACH SHORES, INC.,
a California nonprofit public benefit
corporation
By:
Kenneth Williams,
President of Board of Directors
By:
Adela Rose,
Secretary of Board of Directors
WOLF& COMPANY INC.
a California corporation
By:
Wesley R. Wolf, President
By:
[Title]
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I 2805-0005 122 11846v3.doc
EXHIBIT A
Consent of ACA to Appointment of Successor Oversight Agent
12805-0005\22 11846v3.doc
ACA Financial Guaranty Corporation
555 Theodore Fremd Avenue, Suite C-205 A C A
Rye, NY 10580
212 375 2000 Tel
212 375 2100 Fax
www.aca.com
VIA ELECTRONIC MAIL
September 4, 2018
Successor Agency to the
Redevelopment Agency of The City of Seal Beach
211 Eighth Street
Seal Beach. CA 90740
Re: Seal Beach Mobile Home Park Project, Series 2000A, in the original principal
amount of$6,750,000 (the"Bonds")
Ladies and Gentlemen:
Reference is made to that certain Bond Insurance Policy No. 1200-40, with an Effective
Date of December 21, 2000,pursuant to which ACA Financial Guaranty Corporation("ACA")
insures that portion which shall be Due for Payment but shall be unpaid by reason of
Nonpayment of the principal of and interest on the Bonds that the Redevelopment Agency of the
City of Seal Beach (the "Agency") issued pursuant to, among other things, that certain Indenture
of Trust, dated as of December 1, 2000 (the"Indenture"), 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 email communication dated September 28, 2018 (the "Request"), the Successor
Agency to the Redevelopment Agency of the City of Seal Beach (the"Successor Agency"),' by
and through its counsel: (x) advised ACA that CivicStone, Inc. has ceased to act as the Oversight
Agent and the Program Administrator; and (y)pursuant to Section 1.1 of the Indenture, requested
ACA to consent to the Successor Agency's appointment of Wolf&Company Inc. as the
replacement Oversight Agent and the Program Administrator. Section 1.1 of the Indenture
provides in part that:
"Oversight Agent"shall mean[name of prior oversight agent]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.
'Pursuant to AB XI 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 Agency was dissolved as of
February 1,2012,the Successor Agency was constituted as the successor entity to the Agency.
Successor Agency to the
Redevelopment Agency of The City of Seal Beach
September 4, 2018
Page 2
A copy 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 Agency's appointment of Wolf& Company Inc. as the replacement Oversight Agent
and the Program Administrator.
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 September 12, 2018, the Successor
Agency shall deliver to ACA via electronic mail a copy of this Consent countersigned by an
authorized signatory of the Successor Agency. If the Successor Agency fails to return this
Consent with in 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 by 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 of its rights. Remedies, defenses and
counter-claims pursuant to the Indenture and any 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,
without 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 forth 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 obligations,
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 or the Bond Documents,
or to waive or forbear from enforcing any rights, powers,privileges. remedies or defenses under
the Bond Documents or as otherwise available at law or equity.
The Successor Agency further represents and warrants that the Bond Documents are in
full force and effect and have not been amended, modified, terminated, rescinded or revoked in
whole or in part since the date or 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
Successor Agency to the
Redevelopment Agency of The City of Seal Beach
September 4, 2018
Page 3
enforceable against the Successor Agency in accordance with its terms,provisions, covenants
and conditions.
This Consent shall be applicable only to the matter stated herein, and this Consent shall
be so limited and shall not be deemed to extend to any other matter nor impair or limit 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 be required in connection with the matters
discussed herein. This Consent speaks only as of the date hereof and ACA has no obligation to
update this Consent should circumstances change thereafter. This Consent is intended for use in
connection with the Request and shall not to be relied upon for any other purpose.
The Successor Agency unconditionally and irrevocably releases, discharges and acquits
ACA and its officers, directors, successors, assigns,parent, subsidiaries, employees, affiliates,
representatives, servants and counsel (each, an "ACA Party") from and against any and all
claims, demands, causes of 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, counterclaims 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 or cause whatsoever from the beginning of
the world to and including through the date hereof arising out of, in connection with, or related to
the Bond Documents, any other document delivered in connection with the Bonds and this
Letter, or any notices, conversations,negotiations, disputes or litigation regarding any of the
foregoing. 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 Indemnitee harmless from, any and all losses, claims,
damages, liabilities and expenses reasonably related thereto, including reasonable fees, charges
and disbursements of one firm of outside counsel for Indemnitees, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result(i)the preparation, execution,
delivery and administration of this Letter 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 Indemnitee is a party thereto(and regardless of whether such matter is initiated by
the Successor Agency or any other Person)provided, however, that each Indemnitee remains
liable for its own gross negligence or willful misconduct.
This consent letter 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.
Successor Agency to the
Redevelopment Agency of The City of Seal Beach
September 4, 2018
Page 4
Please indicate your acceptance and agreement with the terms and conditions hereof by
executing this consent letter as provided below and returning the executed signature pages to my
attention at the address set forth above.
Very truly yours,
ACA FINANCIAL GUARANTY CORPORATION
_ —� — .
By: dak
Name{ aria heng
Title: Managing Director
ACCEPTED AND AGREED TO BY:
THE SUCESSOR AGENCY TO
::E
REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
Name:
Title:
Exhibit A
The Request
J
From:Teresa Ho-Urano<THo-Urano@rwglaw.com>
Sent:Tuesday,August 28,2018 11:13 AM
To: Denniston, Karol K.<karol.denniston@squirepb.com>
Cc: Robin D. Harris<RHarris@rwglaw.com>
Subject:Seal Beach SA-Amend No. 2 to Administration Agreement to substitute to Oversight
Agent.DOCX
Karol
It was nice talking with you this morning.
Per our discussion this morning, attached please find: (i)the draft Amendment No. 2 to the
Administration and Oversight Agreement for the appointment of Wolf&Co.,as the new Oversight
Agent and Program Administrator,and (ii)the proposal from Wolf,which includes references.
Please forward to the appropriate people at ACA.
Per your request, I have also attached ACA's consent to Amendment No. 1. As discussed, as we move
forward,the Successor Agency would appreciate a consent which is not limited in duration this time
around.
Look forward to hearing back from you and ACA soon.
Teresa Ho-Urano
RICHARDS WATSON GERSHON
355 South Grand Avenue,Suite 4000
Los Angeles, CA 90071
D: 213.253.0277
F: 213.626.0078
E: tho-uranoPrwRlaw.com
W: rwalaw.com
•Realistaie-"Housing'. Insurance,and Financial Consultants •
August 23, 2018
Clinton F. Lau
Les Frame Management
1635 Aviation Blvd
Redondo Beach, CA 90278
RE: Proposal to Provide Administration and Oversight Agent Services
Seal Beach Shores,Inc., Mobile Home Park.
Dear Clinton:
On behalf of Wolf&Company Inc. we are pleased to submit this proposal to provide
Administration and Oversight Agent Services to Seal Beach Shores, Inc., Mobile Home Park.
We are confident that Wolf&Company,with its experience and expertise in mobile home parks,
is best suited to assist Seal Beach Shores, ACA and the City of Seal Beach in the administration
and oversight agent duties relative to the 2000 Mobile Home Park Revenue Bonds.
Our contact information is a follows:
Wolf&Company Inc.
241 S. Figueroa Street
Suite 100
Los Angeles, CA 90012
If you need any additional information please do not hesitate to contact us. We look forward to
working with you.
Sincerely
Wesley/R. k•off /,
Preside t '
N+:nif& Company Iris.
Attachments
Experience of Firm,Resume, Work Products List
www.wolfhousing.com - 241 South Figueroa Street, Suite i00 - Los Angeles, CA 90012 - (21 3) 744-0437
Wolf& Company- Inc.
Experience of the firm
Wolf& Company Inc., established in 1993 provides services to not for profits, state and
local governments,housing finance agencies, insurance companies,mortgage bankers,
investment bankers and institutional investors. Wolf& Company maintains its office at
241 S. Figueroa Street, Suite 100, Los Angeles, CA 90012.
The President of Wolf& Company Inc. is Wesley R. Wolf. Mr. Wolf has over 35 years
of financial and government experience. Prior to the formation of Wolf&Company Inc.,
Mr. Wolf served as a senior executive for 12 years with a financial service company
holding various mortgage banking, mortgage insurance and investment banking
positions.
Mr. Wolf has structured and/or placed credit enhancements on over$8 billion of state and
local tax exempt and taxable revenue bonds. Mr. Wolf has been the manager on$4.5
billion in administrator/compliance/oversight agent contracts.
Prior to his affiliation with the company, Mr. Wolf was a principal in a financial advisory
firm that provided economic and financial services in the area of municipal finance. Mr.
Wolf previously served as a City Administrator and Executive Director of a
Redevelopment Agency in California.
Wolf& Company is a certified small business with the State of California.
Wolf& Company currently has ongoing contracts with the following public and private
agencies: California Department of Veterans Affairs, Golden State Finance Authority,
National Homebuyers Fund and fifty one (51)mobile home parks in California. Wolf
provides administration/oversight agent duties for the City of La Verne, Marineland
Mobile Home Park in Hermosa Beach, City of Poway and Daly City, 25 parks for
Independent Cities Finance Authority financed parks located in the Cities of Carpinteria,
Capitola, Clovis, Fresno (2),Montclair(3), Morgan Hill, Palm Springs, Rohnert Park(2),
Salinas, San Marcos(3), San Juan Capistrano, Santa Rosa, Visalia, Yucaipa(3) and the
County of San Mateo; 21 parks for California Municipal Finance Authority financed
parks located in the Cities of Brea, Dana Point,Lancaster(4), Vista(2), Garden Grove
(2), Newcastle, Palmdale,Rohnert Park, San Marcos, Vacaville, Yucaipa, Towns of
Windsor, Yucca Valley and Lakeport; three parks for Caritas Corporation; and one park
financed by California Mobile Home Park Financing Authority in Union City, California.
Wolf is also the program administrator/compliance agent on the County of San
Bernardino's 1997, 2000, 2001 and 2002 Single Family Mortgage Programs.
Compensation
For its services as the Administration and Oversight Agent, Wolf& Company, Inc. shall
be paid an amount equal to an annual fee of$6,500, paid quarterly. The fee of the
Oversight Agent shall be paid to the Oversight Agent by the Trustee and or Seal Beach
Shores, Inc.,upon receipt by of an invoice from the Oversight Agent. If the Oversight
Agent provides services outside the scope of this Agreement, as requested in writing by
the Authority,the compensation shall be paid at the then prevailing fce schedule of the
Oversight Agent.
Potential Conflict of Interest
We are not aware of any conflicts we have in or with the Seal Beach Shores or the City of
Seal Beach.
Business Relationships with Other Entities
We are not aware of any business arrangements that we have that would be affected by
the Admin/Oversight Agent Agreement with Seal Beach Shores or the City of Seal
Beach.
Insurance Coverage
Wolf& Company maintains at its own expense a general liability policy and an errors
and omissions insurance policy (policy limits are$4 million dollars on the general
liability and$1 million dollars on the E/O.
References
Debbie Smith
Independent Cities Finance Authority (ICFA)
PO Box 6740
Lancaster, CA 93539-6740
T: (877) 906-0941
F: (661) 943-5279
Debbie ci2icfauthc!rity.org
Provide Admin/Oversight Services on 24 mobile home parks financed by ICFA.
Millennium Housing
20 Pacifica, Suite 1470
Irvine, CA 92618
T: (949) 515-5100
F: (949) 515-5101
Lori Carraway
lcarraway_@,�rni i tenni wnhousing.net
Provide Admin/Oversight Services on 20 mobile home parks owned by Millennium
Housing.
John Woolley, CPM ®
Chief Investment Officer
The Caritas Corporation
3 Park Plaza, Suite 1700
Irvine, CA 92614
(949) 727-0568
johil mcaritascorp org
Provide Admin/Oversight Services on 20 mobile home parks owned by the Caritas
Corporation.
California Municipal Finance Authority (CMFA)
John P. Stoecker
Financial Advisor
2111 Palomar Airport Rd, Suite 320
Carlsbad, CA 92011
Phone: (760) 930-1221
Fax: (760) 683-3390
Cell: (760) 889-2121
E-Mail: jstoeckermm
fa_ca`co
Provide Admin/Oversight
cmin/Oversight Services on 20 mobile home parks financed by CMFA.
, •, I . '' 'L c ' lu —,y17,fi
x
Real Estatc/Housiing, Insurance and.Financial Consultants
Wolf & Company Inc.
Wolf &_Company__Inc. Los Angeles, California 1993 to present.
Wolf & Company is a financial advisory firm registered with the SEC
and MSRB. Wolf & Company provides services to state and local
governments, housing finance agencies, insurance companies,
mortgage bankers, investment bankers and institutional investors in
the areas of municipal finance, with a specialized emphasis on:
Structured Finance-Financial Advisor
Non-Financial Advisor Services
First Time Home Buyer Programs
Down Payment Assistance Programs
Mortgage Insurance
Insurance Product Research/Development
Mobile Home Park-Oversight Agent Services
Mortgage Portfolio Management
Program Administration Services
Wesley Wolf is President of Wolf & Company.
Professional Experience of Wesley R. Wolf
Verex Corporation (GE Capital), Madison, Wisconsin 1982 to
1993.
Verex Assurance, Inc. (Private Mortgage Insurance Company)
Vice President and Director, Sales, Capital Markets and Marketing.
Verex Mortgage Corporation (Mortgage Banking Company)
Vice President and Director
Verex Securities (Investment Banking Company)
Vice President and Principal
www.wolfhousing.com — 241 South Figueroa Street, Suite 100 — Los Angeles, CA 90012 — (213) 744-0437
Verex MBS Funding Corporation (Issuer Mortgage Pass Through Debt)
Vice President
Urban Futures, Inc. Fullerton, California 1979 to 1982
Vice President-financial consulting services in the area of municipal
bond financing.
City of Hawaiian Gardens, California 1974 to 1979
City Administrator, City Clerk and Redevelopment Agency Executive
Director.
Professional Licenses (expired 1999-no brokerage firm relationship)
Registered General Securities Principal-Series 24
Register Representative-Series 7
State Uniform Securities-Series 63
Education
California State University, Long Beach, California
Graduate-Bachelor of Arts
Military Service
U.S. Army
Honorably Discharged-Rank SGT-E-5
Active Service 1966-1968
USAR-1968-1972
Contact Information
Wesley R. Wolf
Wolf & Company Inc.
241 S. Figueroa St, Suite 100
Suite 100
Los Angeles, CA 90012
http1/www.wolfhousinq_com
Wesley.@woffco.net
213 744 0437
FAX: 213 741 0519
Cell: 949 235 0525
Wolf & Company is a certified small business with the State of
California and a Veteran owned business.
www.wolfhousing.com
WOLF& COMPANY
LIST OF WORK PRODUCTS/PROGRAMS
LA COUNTY MEASURE M PROJECTS(FA)&(OSA)2018
Independent Cities Financing Authority Programs
RDA TAB REFUNDINGS(FA)-2016/18
City of Twenty Nine Palms
City of Maywood
City of San Fernando
City of Bellflower
City of La Puente
City of El Monte
MOBILE HOME PARK FINANCINGS(FA)&(OSA)2016/18
City of Visalia-ICFA
City of Santa Rosa-ICFA
City of Clovis—ICFA
Caritas MHP Pool Financing
WATER/SEWER PROJECT FINANCINGS(FA)2016/2018
City of El Monte
City of La Puente
City of Lomita
City of Lynwood
LEASE REVENUE FINANCING (FA)2016/18
City of Pico Rivera
City of Lynwood
City of Bellflower-Parking Structure
MOBILE HOME PARK ADMIN/OVERSIGHT AGENT ASSIGNMENTS-On going
Administration and Oversight Agent Services(OSA)provided to 51 different Mobile Home Parks Located
in California financed with tax-exempt bonds.
2005/2018 on going services GSFA/NHF,SACRAMENTO,CA
2007/2018 on going services CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS,
SACRAMENTO,CA.
CITY OF RIVERSIDE-Acting City Treasurer-March to Sept 2016.
TAXABLE BOND PROGRAMS-FINANCIAL AND OR MORTGAGE ADVISOR
DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL-ICFA 521 MILLION(FA)
SOUTH CAROLINA JOBS ECON DEVE AUTHORITY RCB HOSP LLC
PROJECT$8.4 MILLION(FA)
CHARTER SCHOOL FINANCING-ICFA/ALLIANCE CITY OF LOS ANGELES,CA-$14 MILLION
(FA)
2008-2012-NAVY MILITARY HOUSING PRIVATIZATION PROJECT-ASSET/PORTFOLIO
MANAGEMENT
INDEPENDENT CITIES-$50 MILLION TAXABLE HOUSING BONDS
MASS HOUSING FINANCE AGENCY-$25 MILLION TAXABLE HOUSING BONDS
VENTURA CITIES MORTGAGE FINANCE AGENCY-$25 MILLION TAXABLE HOUSING BONDS
INDEPENDENT CITIES-$65 MILLION TAXABLE HOUSING BONDS
•
TAX EXEMPT BOND PROGRAMS-PROGRAM ADMINISTRATION(PAJ AND OR
MORTGAGE/INSURANCE(MI)OR FINANCIAL ADVISOR(FA)OR STRUCTURING AGENT
(SA)
CALPFA/DAUGHTERS OF CHARITY HEALTH SYTEM-$150 MILLION(SA)
CITY OF LA PUENTE,CA TAB REFUNDING(FA)
MONTEBELLO SCHOOL DISTRICT REFUNDING(FA)
$27 MILLION-COUNTY OF SAN BERNARDINO,CA-ONGOING 1997(PA
)
$14,850,000-COUNTY OF SAN BERNARDINO,CA-ON GOING 2000(pA 11
$25,505,000-COUNTY OF SAN BERNARDINO,CA-ON GOING 2001 IPA)
14,235,000-COUNTY OF SAN BERNARDINO,CA-ON GOING G 2002(PA)
$500,000-DPAIN NOTE-COUNTY OF SAN BERNARDINO,CA(PA)
$23,312,789-COUNTY OF SAN BERNARDINO,CA(PA)
5,000,000-COUNTY OF SAN BERNARDINO,CA(PA)
$15,300,000-CRHMFA HOMEBUYERS FUND, SACRAMENTO,CA (PA)
INSURANCE/MORTGAGE ADVISOR-FREDDIE MAC PROGRAM
$50,000,000 HOUSING COMM OF ANNE ARUNDEL COUNTY,MD
$30,000,000 CALIFORNIA HOUSING OPPORTUNITIES COMM.CA
$40,000,000 RICHMOND COUNTY(AUGUSTA),GA
$35,000,000 STRATEGIC/TRAVIS COUNTY,TX
$40,000,000 FULTON COUNTY,GA
$53,000,000 ABAG,CA
$50,000,000 LOUISIANA PUBLIC FACILITIES AUTHORITY
$27,000,000 REGION III HOUSING AUTHORITY OF NEW MEXICO
$25,000,000 MISSISSIPPI HOME CORPORATION
$27,000,000 THE INDUSTRIAL DEVELOPMENT AUTHORITY PIMA
$43,000,000 PULASKI COUNTY,ARKANSAS
$25,000,000 CALIFORNIA COMM HOUSING&FINANCE AGENCY
$20,000,000 PACIFIC HOUSING&FINANCE AGENCY
$40,000,000 HARRISONBURG REDEVELOPMENT&HOUSING
$55,000,000 CAL CITIES HOME OWNERSHIPAUTHORTY
$65,000,000 RIVERSIDE-SAN BERN HOUSING&FNANC AGENCY
$75,000,000 SAN DIEGO AREA HOUSING&FINANCE AGENCY
$50,000,000 OKLAHOMA HOUSING DEVELOPMENT AUTHORITY
$90,000,000 EAST BAY DELTA HOUSING&FINANCE AGENCY
$70,000,000 PACIFIC HOUSING&FINANCE AGENCY
$35,000,000 HARRISONBURG REDEVELOPMENT&HOUS AUTH
$70,000,000 CALIFORNIA CITIES HOME OWNERSHIP AUTHORITY
$40,000,000 OKLAHOMA HOUSING DEVELOPMENT AUTHORITY
$27,300,000 COUNTY OF SAN BERNARDINO CALIFORNIA
$60,000,000 CALIFORNIA RURAL HOUSING AUTHORITY CALIF
DOWNPAYMENT AND CLOSING COST ASSISTANCE PROGRAMS-SECOND MORTGAGE
PROGRAMS-INSURANCE/MORTGAGE/FINANCIAL ADVISOR'STRUCTURING AGENT
DEVELOPMENT AUTHORITY OF DEKALB COUNTY,GA SINGLE FAMILY TBA
PROGRAM
GET HOME NOW PROGRAM-APD SOLUTIONS/HOME DEPOT
ENTERPRISE COMMUNITY LOAN FUND
MIAMI DADE AFFORDABLE HOUSING FOUNDATION(STATEWIDE FLORIDA PROGRAM)
SHENANDOAH HOUSING CORPORATION(STATEWIDE PROGRAM VIRGNIA AND
MARYLAND)
CAL RURAL-FANNIE MAE-RADIAN
CAL RURAL-BOND-RADIAN
MARICOPA COUNTY-FANNIE MAE-RADIAN
NEHEMIAH PROGRAM-1ST NATIONWIDE-RADIAN
RURAL ALLIANCE-FANNIE MAE-RADIAN
MOBILE HOME PARK FINANCINGS-FINANCIAL ADVISOR/OVERSIGHT AGENT
SERVICES-50 MHP SERVICES ON GOING.
2016-ICFA CLOVIS,CA(FA/OSA)
2016-ICFA VISALIA(FA/OSA)
2015-ICFA SAN MARCOS-PALOMAR E& W(FA/OSA)
2014-CITY OF LAVERNE,CA(FA/OSA
2014-CMFA CARITAS 9 PARKS
2012-CITY OF ROHNERT PARK,CA-2 PARKS
2014-ICFA/SAN MATEO COUNTY,CA(FA/OSA)
2004-ICFA/CITY OF HERMOSA BEACH,CA
2014-ICFA/CITY OF MORGAN HILL
2015-ICFA/CITY OF SAN JUAN CAPISTRANO,CA(FA/OSA)
2007-ICFA-CITY OF FRESNO,CA
2012-ICFA-CITY OF FRESNO,CA
2007/16-ICFA-CITY OF SANTA ROSA,CA(FA/OSA)
2010-ICFA-CITY OF SALINAS,CA
2010-CMFA-CITIES OF PALMDALE,GARDEN GROVE(2)AND YUCIAPA,CA
2011-ICFA-CITY OF CAPITOLA,CA
2012-CMFA-CITIES OF LANCASTER,VACAVILLE AND NEWCASTLE
2012-ICFA-CITY OF YUCIAPA,CA(2)
2012-ICFA-CITY OF PALM SPRINGS,CA
2012-ICFA AUGUSTA COMMUNITIES,CA 4 PARKS
2013-CITY OF SAN MARCOS,CA-ICFA
3
2013-CITY OF CARPENTERIA,CA-ICFA
2013-TOWN OF WINDSOR,CA-CMFA
THREE(3)PRIVATELY FINANCED MOBILE HOME PARKS
UNION CITY AND VALLE VERDE-assigned by way of the City of San Marcos
CITY OF POWAY
CITY OF DALY CITY
COUNTY OF RIVERSIDE
MORTGAGE PORTFOLIO MANAGEMENT
RADIAN INSURANCE 2ND MORTGAGE PORTFOLIO-SERVICES ONGOING
STRATEGIC CONSULTING SERVICES
LIVE TRAFFICE DATE-NEW YORK,NY
CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS(CDVA),SACRAMENTO, CA
GE CAPITAL MORTGAGE CORPORATION, RALEIGH,NC
ENTERPRISE COMMUNITY LOAN FUND-SHARED EQUITY MORTGAGE
NATIONAL HOMEBUYERS FUND,SACRAMENTO,CA
NEHEMIAH CORPORATION,SACRAMENTO,CA/U.S. CONFERENCE OF MAYORS/CITIESFIRST
GUARANTED INVESTMENT CONTRACT SERVICES
MUNICIPAL CLIENTS INCLUDE: DESERT WATER AGENCY,IDAHO HOUSING& FINANCE
AGENCY,DELANO FINANCE AUTHORITY,CITIES OF HERCULES,UNION CITY,MOORPARK
AND RICHMOND, ICFA CITIES SALINAS,CAPITOLIA,ROHNET PARK,SAN MATEO COUNTY,
SANTA ROSA,SAN JUAN CAPISTRANO,FRESNO
MULTI FAMILY HOUSING DEVELOPMENT-FINANCIAL ADVISOR/BOND HOLDER
REPRESENTATIVE
HUNTINGTON PARK,CA GNMA SALE-CLOSED
HOUSING AUTHORITY OF SAN BERNARDINO,CA GNMA SALES-CLOSED
NATIONAL CITY,CA GNMA SALE-CLOSED
CONTINUING DISCLOSURE AGREEMENT
PROVIDING DISSEMINATION AGENT SERVICES FOR 20 TAX EXEMPT ISSUES.
Resolution Number SA18-03
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 SA18-03 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 10th day of September,
2018.
1.4
Ali
obin L. Roberts, Secretary